Seeing You For The First Time
by A.J. Penny
Summary: THIS IS MARSKI! If you're not open to that, I don't recommend reading. Marlene is heartbroken and finds herself being comforted by a certain penguin who is all too familiar with the affliction himself. A new bond is formed between the two as they begin to learn that, although they are very different, they are more alike than they ever realized.
1. Chapter 1

**I do hope you enjoy this story. If it's not for you, my apologies, and I hope you'll find something else on this site more to your liking. You'll have to be patient with me. I have every intention of continuing this story and bringing it to completion, but it will be slow going as I am nitpicky. I write some and then hold onto it for a short time before publishing until i'm certain I wouldn't change it. Also, I am very private about my writing. I do not appreciate people hovering around me, trying to sneak peeks at my work, so I tend to only work when I am alone or when everyone else is sleeping. Anyway, please enjoy. I just love a good love story!**

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><p>The penguins were officially worried. They had not seen hide nor hair of Marlene all week. She hadn't even made an appearance for the humans during the time that the zoo was open. Her food was left sitting out, untouched, day after day. Alice had been to investigate, and had taken Marlene to the vet to find out what was wrong with her. The penguins watched as Alice returned Marlene to her habitat and walked away. Marlene didn't look any better.<p>

"Boys, we're going over there." Skipper told the others.

When they reached Marlene's habitat, the penguins, as per usual, skipped the courtesy of knocking and barged right in. They found Marlene lying on her belly on her bed and looking empty and defeated.

"Marlene!" Skipper said, starting to take a step towards her, then hesitating. "What's happened to you, Marlene? You look.." he paused, knowing she could blow up at him if he wasn't careful with his words. "..not your usual self. You're usually so cheerful and upbeat, and now you're...like this. And you haven't popped in on us uninvited all week."

Rico nodded his agreement with Skipper's words.

"In fact, we haven't seen you at all. Frankly, we're worried." Skipper told her.

Marlene had sat up on her bed, not wanting to be rude and ignore her guests. Tears began to fill her eyes for the first time in a couple of days now. She had thought that she was all dried up and cried out, but she was touched by the concern she saw in every one of the penguins' faces. They may be a tough elite commando team, but they sure could be sweethearts too. She struggled with how to tell them what she was going through. It was so simple, but somehow she just couldn't find the words. Her head felt foggy and heavy and it hurt from all the crying she had been doing this past week, and from lack of nourishment and oversleeping to escape her pain. She held her head in her paws.

"Marlene?" Private said worriedly, bringing Marlene out of her daze.

"What is it, Marlene?" Skipper asked her. "Has someone hurt you? Threatened you?" A thought occurred to him. "Blowhole!"

As Kowalski continued to observe Marlene, he thought he knew what was wrong with her. All of the evidence, her withdrawal into herself, her lack of desire to eat, the way in which they had found her, lying in her bed looking so empty and defeated, the red rimmed eyes, they way she was holding her head now as though she was dazed and in pain...it all pointed to one thing. Heartbreak. Something Kowalski knew all too well himself having experienced it countless times whenever Doris had decided she was bored with him and would either two time him or dump him and give him the "let's be friends" talk. She basically only dated him for good times and ego strokes when she had no other options. They were broken up currently and he was trying his darnedest to stay that way this time. He was tired of the heartache. Yes, Marlene had clearly been in bed all week, crying her heart out as he had done in his lab so many times before. She had been escaping her pain through delirious sleep brought on by the stress of heartache and malnutrition just as he had escaped by losing himself in his inventions and his work.

Marlene had smiled and started to giggle for just a second at Skipper's outburst. Classic Skipper. But then, as she focused on what was really wrong and opened her mouth to tell them, her throat closed up, her heart clenched, tears filled her eyes. She could barely breathe, let alone speak.

"Kowalski! Analysis." Skipper demanded when Marlene had once again failed to respond.

Kowalski gazed sadly at Marlene as he replied. "Heartbreak, Skipper."

Private gasped. "Does that mean Julien dumped her?"

Skipper slapped Private.

Tears were falling freely now from Marlene's eyes and she was gasping for air, trying to maintain some control and dignity. But it was too late for that.

Kowalski felt drawn to her. He knew the pain she was feeling, the emptiness and loneliness that could only be soothed by the gentle touch and close and constant companionship of a close and concerned friend. He sat beside her and put one flipper around her shoulders and the other over her paw that was digging into her knee in frustration. Marlene was grateful for his offering of comfort, and more than happy to throw her arms around him and cover her shame by hiding her face in his chest.

"He left me!" Marlene spoke, her voice both anguished and furious, and muffled, for her face was still hidden in Kowalski's chest. "He left me for Becky and Stacy because he wanted to date all of us at the same time, and they were willing to do that and I wasn't. I can't believe I thought he could love me!" She held tighter to Kowalski as her heart clenched painfully again. "I knew he was too immature for something serious, but I fell for him anyway! For all of his talk about making me his queen... he's not ready for a meaningful relationship! He's not ready for a queen! He just wants to have all the toys and play!"

Rico made a sound of disapproval and shook his head. He was loyal. He would never do that to Ms. Perky.

Private moved to pat Marlene's back sympathetically.

"Kowalski, options?" Skipper asks awkwardly.

Rico hocks up a stick of dynamite, a vengeful expression on his face.

"I like your thinking, Rico." Skipper tells him.

"There's that..." Kowalski says slowly, actually considering it. "Or I could fix up the love-u-lator and find Marlene a new match to help her get over this..." he continued hesitantly.

"But?" Skipper asks, hearing the hesitation in Kowalski's voice.

"But I don't believe that will help her." Kowalski replies. "It takes time to get over someone, and still having feelings for Julien will likely sabotage any attempt at a new relationship. It won't fill the void inside of her and it will just make it worse when it falls apart."

Ordinarily, Marlene might be upset that they were discussing her like she wasn't sitting right there, but right now, in this moment, she didn't care. She was hurting, and starting to feel numb inside, and Kowalski was warm, his feathers soft. She felt safe in his flippers, and he seemed to know and understand everything she was thinking and feeling. She needed that. She needed him. She didn't want him to go.

"Well then what else have you got?" Skipper was asking Kowalski.

"You could leave this to me, Skipper." Kowalski told him awkwardly and with uncertainty. "I know a thing or two about what she's going through. I think I can help her through this."

"That's true. This is kinda your area." Skipper said thoughtfully. "Alright, Kowalski. This is your mission. Take care of her. And if you need us, you know where to find us. Rico! Private! Let's leave him to it."

Private waved as they turned to leave, and with that, the others were gone.


	2. Chapter 2

**This one didn't take quite so long as I had thought it might. It is a long one though. I hope that pleases. Thank you kindly to all who have given this story a chance by reading it, favoriti****ng or following it, and also for the encouraging reviews. I find that all of these are like cheerleading in the way that they are uplifting and encouraging, they give you fire and spirit and inspiration. Whether you're a silent cheerer who prefers to simply follow, favorite, or both, or whether you're a reviewer preferring to share your enthusiasm, thoughts, and feelings through words, you all played a part in making this story happen by providing encouragement in your own way. This is for you! Please enjoy!**

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><p>With the others gone, Kowalski was unsure how to handle Marlene, but he knew that she needed him so he held her while she cried herself to exhaustion once again.<p>

Marlene sobbed into Kowalski's chest, but her sobs very soon calmed and she was only crying softly. It was confusing to her. On one hand, his gentle, sympathetic embrace brought on the tears, drawing out her pain so that it could be shared, so she didn't have to face it alone, and to get it out of her system. On the other hand, his embrace was so tender, so full of understanding, compassion and care, so full of strength, so protective...it soothed her so quickly that she almost felt cheated, like she hadn't quite gotten it all out. "Thank you, Kowalski." She said softly, squeezing him gently. And suddenly she was afraid. If the tears had stopped and she was calm, he would probably leave...and she would be all alone again with this emptiness and sadness gnawing away at her insides.

"You're welcome." Kowalski responds awkwardly, then he stands.

"Don't go yet!" Marlene cries, catching hold of his flipper. Tears burn her eyes, threatening to spill over again. "I'm not ready yet. Please." She feels ashamed, knowing how pathetic she sounds, but she felt she had to tell the truth. She felt that she had to follow what she was feeling so as not to go back to that dark place that she'd been in all week, so things could get better. And that meant swallowing her pride and vocalizing her feelings and her needs, admitting them to Kowalski so he could help her.

"I'm not leaving you, Marlene." Kowalski told her gently. "Stay here. I'm coming right back."

Marlene watched him go, feeling both relieved and awkward. She had never really spent any one on one time with him before. She wasn't crying all over him anymore, so what now? She knew he was smart and sensitive, and now she also knew how sweet and gentle he could be. She relaxed a bit at that thought. This might be a little awkward at first, but they would ease into it.

Kowalski returned with a glass of water and handed it to her as he sat down next to her again. "You need to hydrate. You've lost a lot of fluid this past week. It'll help with the pain and the haziness in your head."

"Thanks." Marlene said nervously, looking up into his eyes as she spoke, then quickly averting her eyes down to the glass of water in her paws, blushing. She had always had a bit of a hard time looking at him directly. At least when he was looking her way. He was very handsome, and she was always afraid that if he met her gaze he could see that she thought so. She started drinking the water he had brought to her and found that she was easily able to down the glass. She felt instant improvement, less weak, a small energy boost, but still dry and thirsty.

Kowalski watched her intently. "Can you drink any more?" He asked, holding his flipper out to take the glass to refill it for her.

Marlene blushed, thinking she must have looked piggish chugging the water like that. "I can get it." She told him,and stood quickly. Too quickly. Her head was still foggy and throbbing, and when she stood the fog thickened, she lost vision momentarily as well as her balance, and started to fall.

Kowalski caught her and sat her back down, holding her until her head cleared and she was able to sit upright on her own again.

The glass had fallen from Marlene's paws and shattered on the hard floor when she had almost fainted. She looked over the mess and moved to clean it up, but Kowalski stopped her.

"I'll take care of it." Kowalski told her firmly.

Marlene blushed again. She felt so...useless...pampered.

Kowalski brought her another glass of water and, noting the color in her face, he gently laid a flipper on her forehead, checking for fever.

Marlene's blush intensified and she again averted her gaze. He was so attentive. Something else she'd never realized before. She knew he paid close attention to detail when it came to science or his work, but she didn't know that outside of that he could be so attentive to anyone, or anyone's feelings and needs. "I'm okay, Kowalski." She told him.

Kowalski removed his flipper but still gazed down at her intently. He pulled out his clipboard and started scribbling on it. "It never hurts to be sure." He told her. "You've been dehydrated and malnourished, which makes you more susceptible to illness." He whips out a thermometer. "I'll double check with this, just in case I was simply unable to detect anything without it."

"No, really." Marlene insisted, refusing the thermometer. "I'm just kinda...ashamed."

Kowalski paused and stared at her for a moment. "You have nothing to be ashamed of, Marlene." He said softly. He put away his clipboard and the thermometer.

"It's just that...you've been so good to me, holding me while I cried. I probably got tears and boogers all through your feathers." She blushed, regretting her gross words immediately after speaking them.

Kowalski smiled a little, slightly amused. "I can always go for a swim later to wash them out."

"And you stayed here with me when I'm sure you'd rather be at home, hanging with the guys or working on your inventions. And now you're going to all this trouble fretting over me and cleaning up after me too." Marlene continued, not looking at him.

"Marlene!" Kowalski said softly, his tone shocked. "I stayed because I wanted to. I can assure you that going home and playing cards or watching TV or even working on my inventions is the furthest thing from my mind right now. I know what you're feeling. I've felt that way many times myself. And I don't want you hurting this way. Ever since I realized earlier what you've been going through, the only thing I've wanted to do is help you through this, and my every thought has, honest to goodness, been centered around that."

Marlene wanted to hug him again, but she was afraid to try to stand again just yet, and she was holding the water he'd brought to her. "Thank you, Kowalski." She said softly, tears in her eyes. "You really are wonderful." The words were out of her mouth before she could stop them, but she decided she didn't regret them. It was the truth, and he certainly deserved to hear it. She blushed slightly though, and risked a glance up at him before quickly looking down at her glass of water and then sipping at it. He had looked flustered, blushing lightly himself. Marlene smiled to herself as she took another sip of water.

"No need to thank me, Marlene." Kowalski said awkwardly. "That's what friends are for." He quickly set about cleaning up the broken glass.

Marlene finished her water and watched him work. "How do you do it, Kowalski? You've been hurt so many times. How do you cope?"

"I spend even more of my free time in my lab, losing myself in my inventions...and...crying my heart out..." Kowalski answered honestly, embarrassed.

Marlene thought his embarrassment was kinda cute. She supposed she wasn't surprised to learn that he cried in the privacy of his lab. She had always known he was a sensitive kinda guy. His honesty about it surprised her a little though. Pleasantly. She felt a special bond forming with him. They were very different but also so much alike. They were both hopeless romantics. They both had suffered betrayal and heartbreak. They both wanted the same thing out of a relationship. Romance. Forever. A soul mate. They were both sensitive, caring, thoughtful...although, thinking back on everything she'd learned about him just today, she thought he was probably a much better lover. He was so attentive and giving, and in her fantasies, as well as in her actual attempts at dating and relationships, she had always allowed her lovers to cater to her. She blushed as she briefly allowed herself to wonder what it might be like to date Kowalski. "Doris sure is crazy to take you for granted." She told him. She blushed, unsure whether she regretted that or not. She both had and hadn't wanted to say that.

Kowalski paused in his work and looked at her in surprise. "Pardon?"

Marlene's blush intensified. "Well, it's just that...you've been so attentive, and sweet, and gentle, and I imagine you were even more so with her because you're in love with her. You seem to be a really great guy...the kind every girl dreams of finding and being with one day." Marlene felt like she'd just eaten a ghost pepper she was so hot with embarrassment. She was saying all of this because she wanted him to know how she saw him, to reassure him of his worth even though she wasn't even sure if he needed reassuring. "What I'm saying is, she's a fool to take you for granted, to think that some other girl isn't going to come along and actually appreciate you and give you the respect, love, happiness, and the future you deserve. She's a fool if she doesn't claim you before someone else does. She should have done it a long time ago."

Kowalski blushed and looked away. "It's already too late, Marlene. She's hurt me a few times too many. I never should have let it happen again after giving her a second chance. She's tried to get in touch with me, but I'm trying to stay away this time. I don't think I can take any more."

Marlene was feeling better after her second glass of water, so she stood and, careful of any stray glass, walked over to Kowalski. She placed a paw softly on his flipper. "Maybe we can hold each other accountable. If you're going to help me through my breakup with Julien, then I can try to keep you away from Doris, and keep you distracted so you're not even thinking about her."

"Like a buddy system..." Kowalski said thoughtfully.

"Right!" Marlene said excitedly. "I mean, I know you already have your inventions to distract you, and your work with the guys, so maybe you don't need this." She continued, her excitement fading. "I wish I had something to lose myself in."

"What about your art?" Kowalski asked her, gesturing to the unfinished paintings sitting against a wall.

Marlene gazed at them sadly. "I tried a few times. It's just not working. I can't focus. I finally got too frustrated and just gave up."

Kowalski hesitated before responding. He had an idea, but he wasn't certain it was wise. It may not be safe for her, and Skipper might not even allow it. But he had to try. He wanted to help. "Well, I could use a lovely assistant in the lab to clean, organize, and to assist with any inventions and experiments you feel comfortable helping me with." He suggested.

Marlene's eyes widened and she smiled brightly. The penguins rarely allowed anyone to take part in any of the top secret stuff that they were involved in, and it was even rarer that they shared any of the secrets they kept hidden within their HQ. With anyone. It meant the world to her that Kowalski was willing to open up his lab, his world, to her in order to help her. "Really, Kowalski?" She threw her arms around him. "Thank you! Thank you! Thank you!"

"I'll have to clear it with Skipper first." Kowalski told her, smiling fondly and awkwardly returning the hug. "If i can get him to agree to this, we'll start tomorrow."

Marlene's stomach rumbled loudly. She released Kowalski and looked down at it in embarrassment. "Wow! I'm really hungry all of a sudden!"

"You should eat something, Marlene. You'll need your strength for tomorrow." Kowalski encouraged her, inwardly rejoicing that she was already distracted and cheered up enough to feel hunger and even the desire to eat again.

"Will you join me?" Marlene asks, looking up at him hopefully.

Kowalski hesitates for just a moment, thinking of the tasty fish back at the HQ, but then he shakes his head, remembering that Marlene needs him right now. He smiles. "Sure, Marlene. I would love to. Just let me slip outside and clean up first."

"That's not a bad idea. I'll come with you." Marlene said, and the two went outside and had a swim together before dinner. It wasn't all cleaning up, of course. Marlene was feeling giddy, her pain pushed to the back of her mind and heart, and she couldn't resist the urge to play a little. They splashed, raced, played hide and seek, pulled each other under the water. But she still wasn't in top condition after the week she'd had, and she tired fairly quickly. After washing up, they sat at the edge of the water as they ate, enjoying the beautiful sunset.

"So what are we gonna be working on tomorrow?" Marlene asked, passing him some more food. Kowalski launched into a long explanation, using a lot of big words she didn't understand, but she tried, and she enjoyed listening because she could see that he appreciated it. She knew that there probably weren't a lot of animals who tried to understand or even bothered to listen when he started talking science. Besides, if she was going to be his assistant starting tomorrow, she would need to understand a little, just enough to be useful. She didn't want to be a hindrance and embarrass herself. She felt exhausted from all of the crying she'd done today, from the physical activity, from the excitement of this new level of friendship with Kowalski, and now having a nice, full belly made her even more relaxed and sleepy. She enjoyed the sound of Kowalski's voice and his company, and soon drifted off into peaceful slumber.

When she woke a short time later, Marlene found that she had leaned into him in her sleep, her head resting on his chest. She didn't move. She noted that his flipper was not around her. He was leaning back just slightly, supporting himself with his flippers, and the one closest to her was positioned behind her so as to support her too as she rested. How long had she been asleep? How long had he sat in that one position for her, allowing her to sleep? Marlene was touched, and felt warm and fuzzy inside. She slowly lifted her head and looked up at him. He was gazing thoughtfully up at the sky, the moon and the stars, but when he felt her move he'd looked down at her with a smile. Marlene's heart fluttered a little, and she couldn't look away. "Kowalski, I'm so sorry! I really didn't mean to fall asleep while you were talking to me!"

"No need for apologies, Marlene." He told her kindly. "No doubt you needed the rest. You've done more today than you have all week, and your body is still weak and recovering. How do you feel?"

"Still exhausted." Marlene replied sleepily.

"Well, let's get you inside then." Kowalski said, standing and helping her up as well. He walked her to the door and paused, unsure of what to do. "Will you be alright?" he asked her.

"I think I can manage to tuck myself in, Kowalski." Marlene said with an amused smile.

"Right." Kowalski said awkwardly. "Keep water beside your bed tonight. Drink as much as you can."

"Okay." Marlene said. She was touched once again by his concern, how attentive, gentle, caring, and genuine he had been in caring for her all day. She felt a sudden overwhelming rush of affection for him, and an urge to express her gratitude, to show him how much this day meant to her, how much his friendship meant to her. Before she realized it, she had acted on the impulse, throwing her arms around him, squeezing him gently, and softly pressing a kiss to his cheek. She didn't know where the courage had come from to do that. Maybe it was just the sleepy haze drowning out her inhibitions. She decided she didn't care. She didn't regret it. Kowalski was wonderful, and he deserved to know it. In one day, he'd managed to pull her out of the dark abyss she'd been in all week, make her feel again, care again, and he had given her a reason to get out of bed and live again. Because somebody cared. He cared. He understood. And he needed her too. She kept her lips pressed to his cheek in a kiss for several seconds before pulling back to look into his eyes and speak. The words caught in her throat as she found herself once again blushing and averting her eyes. Curse his good looks! She took his flippers in her paws and tried again. "Thanks, Kowalski." She said, looking up at his handsome face and blushing. "For everything."

"You're welcome." Kowalski squeezed her paws, blushing and smiling awkwardly, but Marlene could see that his smile was genuine. "I'll see you tomorrow, Marlene. Goodnight, and take care."


	3. Chapter 3

Marlene woke bright and early the next morning. She was still tired, but she just couldn't possibly sleep another wink. She was far too excited and wound up about starting work with Kowalski in his lab today, and nervous to hear if Skipper had agreed to it. She knew it might be awhile yet before she heard anything since the penguins usually had training in the mornings before the zoo opened. She went outside and looked over to their habitat. They weren't out yet. She sighed impatiently. It was too early for a swim. The air was still too cool. Breakfast hadn't arrived yet, although, she realized, she still had some food leftover despite the fact that she'd had a dinner guest last night. She remembered the events of the evening, their playful swim, their peaceful sunset dinner, the closeness she had felt with him, the soothing sound of his voice as she had drifted peacefully off to sleep, waking up to find herself resting against him, looking up at him in the moonlight just as he looked down at her with a smile on his handsome face, and when she had kissed him. Something stirred inside her, something not unpleasant, but suddenly she didn't feel like eating anymore. The only thing she wanted was to be back in Kowalski's company again. She had never had a best friend before. She'd had plenty of friends, but no one she could really get close enough with to be best friends. She thought, she hoped, that maybe she had finally found him.

She decided to try painting again to distract herself until she heard from Kowalski, but she found herself unable to focus once again, for different reasons this time. She kept zoning out, thoughts of the previous day as well as thoughts of seeing him again today clouding her mind and exciting her. And then he was there, startling her out of her thoughts when he spoke.

"Marlene?" Kowalski said as he approached her.

Marlene was so happy to see him that she didn't even care that he hadn't knocked. "You're here!" she said excitedly.

"Of course I'm here. I told you I would see you today, and I meant that I would visit you whether or not Skipper agreed to let you work with me in my lab." Kowalski paused to admire her work. It looked as though she had started painting a night sky with a beautiful, bright, full moon and stars. "Have you gotten your muse back?" he asked her in surprise.

Marlene looked at her canvas in surprise. She had been so distracted with thoughts of Kowalski and their day together that she wasn't sure she had even realized what she was painting as she was doing it, or that she had been painting at all! "No." she finally replied in a soft tone. "But maybe I've found a new one." She felt warmth and happiness spread within her, and she smiled as she turned back to him hopefully. "So? What did Skipper say?"

"Oh! Right." Kowalski shook his head to clear it. He'd been watching her thoughtfully, reveling in the fact that she seemed to be so much better today, as well as pondering her words and what she had meant by them. "He wants to have a talk with you first to make sure you understand the position this would put us all in, the position it would put you in. He's waiting for you now." His emotions were conflicted. On one hand, he knew very well the position this arrangement would put them all in, the potential danger, especially for Marlene. On the other hand, he knew they both needed this, and, if he was honest with himself, he wanted her by his side in his lab. He had enjoyed her company yesterday, and he had never before felt so connected with anyone. He felt close with Skipper, Rico, and Private. They were like brothers to him. But the connection was different. They didn't understand him on the level that he felt Marlene did. It was often lonely, being both a hopeless romantic and a scientist, no one to talk to about his inventions and experiments or his failed love life because no one understood for one thing, and for another, they just weren't interested in those things. They didn't care to hear about his inventions except for progress reports on how close they were to completion, or, when they were finished, what they could do. Marlene understood at least the hopeless romantic side, and seemed willing to try to understand the scientific side as well. He would be grateful for her company and assistance in the lab. He was used to long, lonely hours in there by himself.

"What are we waiting for?" Marlene asked excitedly, taking hold of his flipper and pulling him along as she headed for the penguins' habitat.

Kowalski smiled in amusement as he followed her, thrilled by her enthusiasm. He opened the fishbowl entrance for her when they arrived, allowing her to enter first.

Marlene smiled at the gentlemanly gesture before climbing partway down the ladder, then excitedly jumping the rest of the way.

"Marlene." Skipper greeted her with a serious expression. "Come on over here and have a seat. We need to talk." He led her to the table where Rico and Private were already gathered.

Kowalski had just climbed down the ladder after closing the entrance. He followed them to the table.

Skipper pulled out a chair for Marlene, and once she was seated he took a seat himself. He cleared his throat and spoke once Kowalski had seated himself as well. "I think we all know why we're gathered here." He looked around at them all as he said this. Everyone nodded once, so he continued, his gaze resting on Kowalski and Marlene. "Kowalski, I know you understand the momentousness of this situation. Frankly, I'm surprised you suggested it."

Kowalski felt a wave of guilt, and out of habit he found himself taking out his clipboard and his abacus, measuring the pros and cons of Marlene working with him. "The odds of Marlene being captured by any of our enemies and used against us are... almost certainly."

"My point exactly!" Skipper said emphatically. "She doesn't have our training or experience. She would be a weakness, a hazard. She could be tortured for information, or used to make us submit to the will of the enemy."

"Couldn't that happen anyway?" Marlene argued. "They already know who your friends are. And they don't know whether or not we have any useful information."

"She has a point, Skipper." Kowalski agreed thoughtfully.

Rico and Private both nodded again.

Skipper sighed in frustration. "The work we do here is top secret! Classified! Not the latest gossip! We can't have the whole zoo knowing!"

"You don't trust me?" Marlene asked, hurt evident in her voice and expression. "After everything we've all been through together?"

"She has proven herself on numerous occasions." Kowalski said in her defense.

"Kowalski's right, Skipper." Private spoke up tentatively. "I think she deserves a chance."

Rico nodded his agreement.

"I'm only asking that you allow her to assist me in my lab." Kowalski clarified. "Not that we take her on dangerous missions or even discuss them with her."

Marlene didn't argue with that. She didn't like feeling left out or untrusted, but all she really wanted was to be Kowalski's lab assistant, to spend time with him and to keep herself preoccupied with the work. She wasn't sure if going on any more of their dangerous missions even appealed to her. She'd gotten caught up in a few before, and she would do it again in a heartbeat if they needed her, but if they had it handled without her she wouldn't choose to take part in it. "I promise to do exactly what Kowalski says and nothing more. I won't do anything or touch anything unless he tells me to."

Skipper sighs again. "Fine! But remember, everything is top secret! Classified! You can not discuss your work here with anyone!"

Marlene salutes him as she's seen the others do so many countless times. "Aye aye, Skipper!"

"Private claps his flippers excitedly, then throws his arms around her in a friendly, welcoming hug. "Welcome to the team, Marlene!"

Rico regurgitated a tin of sardines and held them out to her. "Welcome!"

"Kowalski, why don't you show her what you want done? That way she can get started right after breakfast while we're training." Skipper suggested.

"Yes, Skipper." Kowalski said. He held a flipper out to Marlene, and when she placed her paw in it, he squeezed gently. "Welcome to the team, Marlene." He said with a smile. Then he released her paw and led her into the lab.

Marlene prepared to leave to have breakfast before returning to work once Kowalski had shown her what needed cleaned and organized around the lab, and had instructed her on how to safely handle the beakers, jars, and containers that had once contained potentially dangerous substances.

"Thank you, Marlene. Your assistance with this will be a big help to me. I've been so wrapped up in some of the things that I'm currently working on that I've really let the place go." Kowalski told her with obvious embarrassment.

"No. Thank you, Kowalski. It means a lot to me that you're willing to open up your lab to me. Not only because you're trusting me with things that are top secret and classified, but also because this place is personal for you. It's part of who you are, full of your ideas and creations, and it's also your sanctuary. It means a lot that you're trusting me with that, and it means a lot to me that you went to bat for me against Skipper. Thank you. For everything." She had taken his flippers in her paws as she spoke, and she squeezed them gently.

"You're welcome, Marlene." Kowalski said softly.

Marlene returned after breakfast and, not wanting to disturb the penguins while they were training, went on inside the HQ and got right to work. When Kowalski joined her once training was over, eating his breakfast of fish as he entered the lab, she had everything clean and neatly in their proper places, and was just filing away some stray papers. She couldn't read, of course, but his notes were all pictures, equations, diagrams, and blueprints anyway, and from the pictures she was able to determine what belonged where.

Kowalski swallowed his fish and looked around in wonder. "Wow, Marlene! You accomplished all of this just in the time that I've been outside training? This place was a dump, and now it's...immaculate! Oh, you're good! You're really good!"

Marlene smiled brightly, glowing with warmth and pleasure at his reaction and praise. "It was nothing." She said modestly.

"It most certainly is something!" Kowalski told her. "Thank you, Marlene. I really appreciate everything you've done."

"You're welcome. I'm happy to help." Marlene replied, smiling and blushing lightly.

"The zoo will be opening shortly." Kowalski said. "We'll have to make our usual appearances outside, but when things slow down and there aren't a lot of humans around, I'll be down here working a bit. If you're comfortable with slipping away and joining me, I could use your help taking notes for me while I work. I think I could get a lot more accomplished in less time with your help."

"Sounds great! I would love to!" Marlene agreed eagerly. She felt so elated that, for the first time in a week, she felt like she could give the humans a pretty good performance.


	4. Chapter 4

**Thank you all for your encouragement! This is not going nearly as slowly as I had thought it would, although I haven't had much alone time recently for working on it. I am very happy that you are enjoying it, and I hope you will continue to find pleasure in it. **

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><p>Things had been slow all morning. There were very few visitors to the zoo. When the lovey dovey couple watching Rico and Private's cutesy antics had wandered off, and it didn't seem there would be any more visitors to the penguins' or Marlene's habitats anytime too soon, Marlene returned to the HQ, as promised. Rico and Private were still outside. When she entered, she saw Skipper getting himself a cup of coffee. "Hey, Skipper!" Marlene greeted him cheerfully, heading straight for the lab.<p>

"Hello, Marlene. You seem to be in a hurry. What's the rush?" Skipper teased her with a suggestive smile.

Marlene blushed. He was kidding right? He didn't really think that something was going on between herself and Kowalski besides friendship, did he? "I'm supposed to be taking notes for Kowalski while he works on something." She explained. "So he can get more accomplished in less time."

Skipper looked thoughtful. "That's very efficient. I like it. Best get to it."

"Okay." Marlene said awkwardly, and turned back towards the lab.

"Oh, and Marlene?" Skipper stopped her.

"Yes, Skipper?" Marlene inquired, facing him again.

"Good work, getting the lab all cleaned up today." Skipper praised her. "Keep it up."

Marlene smiled. "Thanks, Skipper." She said. "I will. I promise. See ya later!" And with that, she opened the door to the lab and joined Kowalski inside. "Hey, Kowalski!" She greeted him cheerfully.

Kowalski didn't look up as he was just dripping the contents of one beaker into another, combining them, but a smile slowly spread across his face. "Marlene! I'm glad you're back."

Marlene's smile grew even brighter, and she cautiously approached his workstation, curious. His flippers were so steady, never so much as a single tremor, his gaze so focused and intense. She remembered when he'd looked at her that way just yesterday, and she blushed a little.

Kowalski swirled the combined contents together very gently so as not to spill any and watched as it slowly mixed together and changed, becoming one thicker, darker substance. "I need you to make notes of this please, Marlene." He said to her. "Just draw what you see happening."

Marlene obeyed, glad that art was something she excelled in. So far, she was proving to be very good at this whole lab assistant thing. And to think she had been worried about not being smart or skilled enough! She watched and continued making drawings as the substance seemed to continue to thicken and grow until it began to ooze out of the top of the beaker.

Kowalski placed the beaker between some tongs, not wanting to get the substance on himself. He watched as it seemed to crawl up them towards him, and decided it needed to be disposed of, and quickly. "Well, that wasn't supposed to happen."

Marlene stared at the substance, which was now dissolving, hissing, and bubbling. "What was that?" she asked, a little scared.

"I'm not sure." Kowalski said, thoughtfully. "It's not what what I was going for..." He came up next to her and flipped a few pages on his clipboard, looking over the notes and equations he'd taken down himself before she'd joined him. Suddenly he pointed to something on the page he was looking at. "There's the problem! This equation is wrong! How did I miss that? Will you change that for me please, Marlene?" He asked her, as she still held the pencil.

Now Marlene did feel useless. "I...don't know how to do that." she admitted with embarrassment. She expected him to be annoyed with her, maybe even send her home. She couldn't make notes for him if she didn't know this stuff. But to her surprise, he simply looked thoughtful for a moment, then re-positioned himself so he was behind her, looking down over her shoulder, and placed his flipper over her paw that was holding the pencil, his other flipper coming around her to rest on the clipboard in front of them, holding it in place. She felt nervous immediately. The closeness and the contact with the handsome penguin caused Marlene's face to heat up. She couldn't move a muscle without brushing up against him. She had always found him attractive, even more so now that she knew more about his true nature. She was frozen in fear, afraid that any move she made could give that away. He gently guided her paw, helping her to draw the equation correctly, explaining it to her as he did so. She stared at his flipper over her paw, listening to the sound of his voice so close to her ear, feeling the warmth of his body behind her and his flippers on either side of her. There was just something about the way he handled her, so gentle, patient, nurturing, and kind. It felt so good, so wonderful, so right, and in this moment with him, she felt so safe. She thought to herself that this was what love was supposed to feel like. A small, pleasant shudder of heat and longing coursed through her as she very briefly closed her eyes and imagined someone, anyone, loving her that way.

Kowalski halted his explanation when he felt Marlene tremble. He glanced at her and saw that her face was flushed. He spun her around to face him, studying her intently.

Marlene immediately averted her gaze in shame, and her blush intensified. She hadn't meant to let her mind wander to thoughts of love, and although her thoughts had not been of him specifically, or anyone for that matter, she felt that she had violated him somehow. She risked a glance up at him, meeting his intense gaze for just a moment before averting her eyes again fearfully. Did he realize that she'd had amorous thoughts running through her head while she was in his flippers? Had he realized she was attracted to him?

Kowalski, worried that Marlene might collapse, reached behind her and swept everything on the workstation aside before lifting her off her feet and setting her up on it. He placed a flipper on her forehead, once again checking her for fever. "Are you certain you haven't been ill?"

Marlene shook her head, but couldn't think of a reply. Wait, shouldn't she have nodded?

"You're flushed and trembling. Are you experiencing any other symptoms?"

Again, Marlene found herself unable to process a simple reply. It was a yes or no question!

He picked up his clipboard and started scribbling notes in it regarding her condition. He pulled out a stethoscope and listened to her heart. "Your heartbeat is very rapid and erratic." He informed her, gazing at her intently, concern written all over his features. He looked down at his clipboard again and scribbled on it some more. His eyes widened with fear. "You didn't come in contact with anything while you were cleaning this morning, did you?"

Marlene was sure he'd figure it out if this kept up. He was smart. He'd come up with all the possibilities and narrow them down until he got to the bottom of things. She forced herself to speak. "I'm sure it's just nerves, Kowalski." She lied. "It's my first day, after all, and not knowing how to do the equation was...embarrassing. I was afraid you would decide that I'm not cut out for this after all and send me home." Well that part was true, at least.

Kowalski looked surprised. He took one of her paws in his flipper and laid his other flipper atop it. "You've been very helpful today, Marlene, but that isn't why you're here. I haven't forgotten why we made this arrangement in the first place, and you shouldn't either. This is about being there for each other, holding each other accountable. I don't care that you don't know how to do everything yet. It just means that I have a few things to teach you. I would never just give up on you and send you home. To be perfectly honest with you, you've already exceeded my expectations as my assistant." He glanced down at her beautifully drawn notes with admiration.

"Aww! Kowalski, thank you!" Marlene said, touched and relieved. She had thrown her arms around him, pulling him into a hug, all awkwardness forgotten.

Kowalski returned the hug somewhat awkwardly. "You're welcome, Marlene." When she released him, smiling shyly, he smiled in return and placed his flippers on her hips to lift her down off of the table. Before he could, Julien came bursting into the lab.


	5. Chapter 5

"Hello, neighbor!" Julien greeted loudly. "I am wondering if you could be doing me a favor." He stopped in his tracks, taking in the scene before him. Marlene was still seated atop the table, Kowalski in front of her, his flippers on her hips.

Kowalski and Marlene remained frozen as they were, staring at the intruder. Outside the lab, Skipper could be heard furiously trying to regain control of the HQ and to rid it of the lemur invaders. From the sound of things, Becky and Stacy were also there with them.

"Hello, Marlene." Julien said stiffly.

"Julien." Marlene returned coldly, looking away. She felt her stomach churning nervously. She didn't feel ready to handle this. The hurt, anger, and the sense of loss all rushed back to her, and she began to tremble violently. She didn't want him back, not the player that he really was. She missed the person that she had thought he was, the king who wanted a queen to love, protect, to share a life with, someone who would love and protect him, advise him, rule by his side, raise an heir with him. She didn't want to cry. She didn't want him to see that he was affecting her. She wanted to show him that she didn't care anymore, even if it wasn't true. She looked at Kowalski, who was watching her attentively, and placed her paws on his flippers. She looked into his deep blue eyes, silently begging him not to let go of her. She needed his strength and protection now. She felt tears burning her eyes and looked down, willing herself to keep it together.

Kowalski, sensing Marlene's need, removed his flippers from her hips, and took hold of her paws instead, squeezing them gently.

"Uh...what are you doing here?" Julien asked Marlene, eyeing the two of them suspiciously.

Marlene squeezed Kowalski's flippers for strength, and he held her paws a little tighter. "I work here, not that it's any concern of yours. I am no longer any concern of yours." She managed to choke out angrily around the lump in her throat.

"You work here?" Julien asked in surprise. "Then you and the smarty penguin are not...?"

"What?" Marlene asked him, shocked at the suggestion. Her face was hot and flushed again. "No! Why would you think that?"

"Well, as I was coming in, he had his flippers on your hips, and now he is holding your hands." Julien explained, once again eyeing them suspiciously.

"What's the matter, Julien?" Marlene asked derisively. "Jealous?"

"No!" Julien said firmly, crossing his arms over his chest and sticking his nose up in the air. "Why would I be being jealous? I am king! I have two beautiful concubines already, and I can have as many as I like! As king, I can be ordering any woman I want to be mine, not that I would have to order them. What woman would not jump at the chance to be with the devilishly handsome king, which is me?"

"I can think of one woman who will never be yours." Marlene told him, trembling even more furiously.

Kowalski gave her paws a gentle squeeze, and gave her a look that told her he was proud of her.

"Oh? And who might that be?" Julien asked, confused.

"She's referring to herself, you arrogant, egotistical, narcissistic fool!" Kowalski said in frustration. "You've lost a good woman." He continued softly, placing a flipper under Marlene's chin as he looked at her so she would see that he meant it.

Marlene felt a bit of warmth inside her at Kowalski's words and gesture, and for a moment, as she looked into his eyes, a more pleasant sort of tremble coursed through her.

"Eh." Julien shrugged and rolled his eyes. "I suppose that she is okay. She's not exactly a catch, more of a homely, plain Jane type. She is very lucky to have caught the attentions of someone as good looking as me, and a king, no less! I was doing her a favor, because when she was with me no one noticed that about her. They were too busy looking at me, and envying her for being with me!"

Marlene felt cold and hurt spread throughout her body and grip her heart. She was plain? Homely? Was she really so unremarkable that dating her and being seen with her was doing her a favor? She fought back the tears that threatened to fill her eyes and spill over. She didn't want to shame herself further.

"She is fun to be around...most of the time, but she has all these ideas of things that I should be doing for her. I do not do those things! I am King! That is what Maurice and Mort are for!" Julien continued.

Kowalski's heart ached upon hearing Julien say such awful, hurtful things about Marlene, and he trembled with anger that was boiling inside him. "How dare you?" He said, trying hard to keep it together. He wanted so badly to hit Julien for the things he'd said, for the pain he knew those things had caused Marlene. He had to keep reminding himself that he was holding her paws and not to squeeze too hard. "How dare you come in here and say such hurtful and untrue things? How dare you imply that this woman is anything less than beautiful, or anything less than a queen?" He released Marlene's paws and stormed over to Julien, towering over him in fury. "I know you're not ready yet to grow up and set aside the toys for something meaningful, but listen up, BOY! That is no way to speak to a lady! She is not a plaything! Hearts are not playthings! They get hurt! She is not a player in some sick, childish game! But if this were a game, you wouldn't even be on the same level as she is. She is a queen, not a concubine. She would have given you everything, her heart, her love, her life, her loyalty. She would have ruled your kingdom by your side and raised an heir with you. Was it really asking so much of you, when she was willing to give you everything, to do something romantic for her now and then instead of thrusting it upon your subjects like it was another menial task that you just couldn't be bothered with? You act more like a spoiled little princeling than a king. All you want to do is play. You may as well stick to playing with your toys, because until you can step up and be a man, a king, you can't handle a queen, and you're unworthy of her. You had it all, everything a man, a king could possibly want and need in a woman, a queen. You had something precious, priceless, magical, and you childishly traded it for some cheap toys that won't even last long. Those two girls are well known for being fickle, and players, just like you. You're their plaything every bit as much as they're yours. I wonder who will get bored first and go looking for a new toy? You? Or will you be the one getting burned this time? You're not ready to be counted among the big boys yet."

Marlene stared breathlessly at the scene before her, at Kowalski defending her so passionately. Her emotions were once again conflicted. She felt so much affection for her friend in this moment, but she also still felt hurt and anger because of Julien. Warm tears fell from her eyes, but were they happy tears or unhappy ones? She at least knew the fact that she was trembling uncontrollably was caused by the rush of emotion she felt for Kowalski for defending her. She wanted to hug him and tell him again that he was wonderful, but she just couldn't bring herself to move.

Julien cowered beneath Kowalski's glare. He cleared his throat nervously. "Perhaps it is time for me to be leaving."

"I think you should." Kowalski agreed. "I don't know what harebrained hijinks you thought that I would possibly be interested in helping you with, and I don't care. WE want no part of it."

Mort, having heard the raised voices in the lab, had come in to see if Julien was okay. Upon seeing Kowalski's death glare, he cowered against Julien's leg, hugging his foot.

Julien was temporarily distracted from the situation at hand. "Mort, why are you touching the royal feet?"

"Because the smarty penguin's glare is scary!" Mort said with a shudder.

Julien shuddered as well at the creepy sensation that traveled through his spine whenever Mort was hugging his feet. "Not as scary as your punishment will be if you do not stop touching the feet!" He said in annoyance, punting little Mort across the room.

Mort flew into a flask, knocking it over and causing it to shatter, its contents spilling all over one of Kowalski's unfinished inventions. The invention started to spark and smoke, and a little flame ignited.

Kowalski groaned and rolled his eyes, knowing what was coming next. "She's gonna blow!" He called out to the lemurs as he grabbed Marlene and torpedoed out the lab door with her. He made sure he was underneath her when they hit the floor to soften the landing for her, then rolled over on top of her, shielding her body with his own, protecting her from the debris that flew from the lab as the invention exploded and caused other substances and inventions to explode as well in a chain reaction.

When it was over, Maurice rushed to Julien and Mort, asking if they were alright and frantically checking them over for injuries. They had just barely escaped, and their tails were singed, but they were fine otherwise.

"Marlene?" Becky said in surprise as she and Stacy looked down at Marlene lying beneath Kowalski's protective form. They hadn't realized she was here!

"Everybody out!" Skipper hollered furiously, and this time no one argued.

"Are you alright, Marlene?" Kowalski asked her as he helped her up off of the floor.

Marlene nodded, feeling another overwhelming rush of affection for her savior. This time she did hug him tightly, a few tears escaping her eyes as she held onto him for several minutes.

"What happened?" Private asked, looking toward the lab in shock.

"The lemurs happened." Skipper said in frustration. "What more could possibly need to be said? Rico, Private, let's get this place opened up, air it out."

"Yes, Skipper!" Private said, and Rico grunted his acquiescence to Skipper's command as they both saluted before jumping to the task.

Later that night, alone in her habitat after helping the penguins clean up the HQ, Marlene finished the painting that she had started earlier that morning. She painted in herself and Kowalski sitting together beside her pond as they had the night before. He was looking down at her as she looked up at him, the moonlight shining softly down on them. She smiled at the scene, feeling warmth and happiness inside of her. He really was wonderful.


	6. Chapter 6

It had taken some time after the explosion to get the lab back to its original state. With that done, Marlene and Kowalski have been hard at work sorting through what what was left of the unfinished inventions that had been in the lab at the time of the explosion, deciding what could be salvaged and what would have to be started over from scratch.

Becky and Stacy had waited for as long as they could for Skipper to cool down, watching Marlene's comings and goings from the penguins' habitat, noting how happy she always was after having been over there and how eagerly she always returned every chance she got. Finally, their curiosity got the better of them, and they just couldn't wait any longer. Besides, it was the perfect opportunity. Skipper, Rico, and Private were all away doing who knew what, and Julien wasn't likely to even notice the two girls missing. Not since the new girl had come along.

Inside the penguins' habitat, Becky and Stacy looked around for Marlene and Kowalski. "They must be in there." Becky said, pointing to the lab door. "That's where they were last time."

"Ooh!" Stacy said, smiling suggestively. "Alone?"

They moved to the door quietly and pressed their ears to it, listening, but they could hear nothing.

"Do you think we should open it?" Stacy asked, blushing awkwardly. "I mean, what if we're right about them and they're in there,"

"Doing something really romantic and private?" Becky said, finishing Stacy's sentence. "I guess we could knock, but if we don't catch them in the act, how will we know if we're right?"

"Oh, we'll know." Stacy told her, and knocked at the lab door.

Inside the lab, Marlene and Kowalski were currently taking inventory of some parts they had salvaged from another of his ruined inventions. Upon hearing the knock, Kowalski had looked up from their work in confusion and annoyance, and started to move to answer the door.

Marlene placed a paw softly on his flipper, stopping him. "I'll get it." She told him. "You just keep working."

Kowalski smiled and nodded his thanks, and returned to the task at hand.

Marlene felt warm and happy inside when he'd smiled at her. She felt she was establishing herself well as his assistant, and she loved when he would look at her that way, so relieved and grateful that she was there, for her assistance. She loved doing things for him. She knew he truly appreciated it. He always made sure she knew it, either by saying so or by looking at her as he had just now, with an expression of such relief and gratitude. He had also surprised her by taking her for snow cones a few times. Sometimes the others would accompany them, sometimes it would be just the two of them. She opened the door to the lab to find Becky and Stacy on the other side. "Uhh, hi." She said awkwardly, immediately uncomfortable, unsure of what to expect from those two. "What are you two doing here?"

"We came to see you, Marlene." Stacy told her as the two slipped around her into the lab. "We haven't seen you in so long."

"We came to catch up." Becky chimed in. "To find out how you've been and... what you've been up to." She glanced over at Kowalski, and then back to Marlene with a suggestive smile on her face.

Marlene blushed, her face burning with intense heat. "It's not like that. It's...I work here." She said awkwardly. She couldn't look directly at Kowalski, but from a quick glance from the corner of her eye she could see that he had stopped working and had risen to help, if needed. "Look, you guys really can't be in here." She told the badgers, trying to usher them back to the door.

"Julien said you told him you work here." Stacy said, dodging Marlene and moving further into the room.

"What do you do?" Becky asked, also dodging Marlene.

Marlene glanced at Kowalski, then looked away quickly, still embarrassed. "It's...classified." She said, just as the penguins had said to her and everyone else countless times before.

"We're not buying it." Stacy told Marlene.

"We know you know that we know what's really going on here." Becky said as she and Stacy both looked at Kowalski appreciatively. "Come on, Marlene."

Kowalski blushed awkwardly at the implications and the way they were looking him over.

Marlene crossed her arms over her chest. "Look, you guys, I was going through a hard time and Kowalski was there for me. He took care of me and offered me this job to take my mind off of things. I really enjoy his company and I love working with him, and..." Marlene paused, glancing shyly over at Kowalski. "He's the best friend I've ever had." She forced herself to finish the sentence. It felt good to say it out loud for him to hear.

"Marlene is telling you the truth." Kowalski told them. "And she is right in saying that you really can't be in here. Our work is top secret. I'm afraid I'm going to have to insist that you leave." He started to move to usher the girls to the door as Marlene had earlier, but they stopped him, one on either side of him, each taking hold of one of his flippers and looking up at him bewitchingly.

"Have you ever dated two girls at the same time?" Stacy asked him, lightly running her paw through the feathers on his chest. They were so soft. She laid her head against his chest, rubbing her face against the soft feathers, and inhaled deeply, taking in his alluring scent.

"Would you like to?" Becky asked, looking up at him as she pressed close to him and ran her paw through the feathers on his chest as well.

Marlene stared in shock, feeling anger, jealousy, and hurt boiling together inside of her. It wasn't bad enough that they had wrecked her hopes and dreams of true love and a future with Julien? Weren't they ever satisfied? Couldn't they think of someone else besides themselves for once, see that they'd done enough damage, exercise some self control? Kowalski was her sanctuary, her safe place, and her best friend. She couldn't bear it if they took that away from her too.

Kowalski blushed hotly, feeling violated. He glimpsed Marlene's expression, and that spurred him into action. He saw in her face hurt, and fear. She had been very insecure since Julien's recent visit to the lab when he'd said all those horrible things about her, and these two had taken everything from her just recently. She needed to know that wasn't going to happen again, that he wasn't going to put their friendship second to some short-lived fling and abandon her and forget about her. He took hold of each of the girls by the wrist and pushed them firmly yet gently away, then stepped back to further distance himself from them, and glared at them. "Your behavior is extremely inappropriate, considering the two of you are already seeing Julien." He told them. "I'm not looking for any sort of romantic relationship right now, but even if I were, it's clear that we want very different things. I have no interest in playing around. Dating isn't just about fun to me. It's about love, showing the one you love, your soul mate, how much you care by doing something special for her often. It's about earning her trust by dating only her, showing her that you will be faithful and love her, and only her, forever, if she would only give you her heart."

"Ooh! Handsome, intelligent, intense, and romantic!" Becky squealed, clasping her paws together delightedly.

"You can romance us any time!" Stacy said eagerly.

"It's not like Julien would care." Becky said, pouting.

"Or even notice." Stacy added.

"Not since the new girl arrived." Becky said, crossing her arms over her chest and rolling her eyes.

"New girl?" Kowalski asked curiously, moving to stand beside Marlene.

"Yeah, the new lemur, Bala." Stacy said. "She arrived about a week ago."

"She says she's part of a breeding program." Becky informed him.

"And she says there are others coming too!" Stacy said excitedly.

"Other lemurs?" Kowalski asked her, taking down all of this information on his clipboard.

"Noo..." Becky said with a grin.

"A boy!" Stacy shrieked excitedly. "A male otter!"

Kowalski glanced worriedly at Marlene. This could be bad for her. She only just recently broke up with Julien and was still healing from that, and what if this male otter was bad news?

Marlene looked nervous and worried as well as she looked back at Kowalski, and she stepped a little closer to him and took hold of his upper flipper.

"What can you tell us about him?" Kowalski asked the badgers.

"His name is Antonio." Becky told him with a shrug.

"Is that all?" Kowalski pressed.

"Yeah." Stacy replied.

"Sorry." Becky said.

"You said there were others, as in more than just him?" Kowalski questioned.

"Oh yeah!" Stacy said, smiling mischievously. "You'll like this!"

"The other one," Becky began eagerly.

"Is a female penguin!" Stacy finished for her. They both watched him with eager anticipation, awaiting his reaction.

Kowalski didn't know what to think or feel about this information. On one hand, one female living among the four male penguins could spell trouble. On the other, it could be a chance for one of them to find love and happiness. If Skipper even allowed her to stay. There was a good chance that Skipper's paranoia would cause him to believe the girl was a spy for one of their enemies, and in that case they would be shipping her right back where she'd come from. "I don't suppose you know anything about her either, do you?"

"Her name is Penny." Becky told him.

"Was Bala able to tell you anything about why this breeding program has been initiated?" Kowalski asked.

"Nope. Sorry." Stacy said.

"Hmm." Kowalski said thoughtfully. "Marlene, we need to look into this further."

Marlene nodded, looking up at him, still holding onto his flipper.

"Time to go, girls." Kowalski said to Becky and Stacy, moving toward the lab door with Marlene on his flipper. "Thank you for sharing that information with us."

"Of course!" Becky said, moving close to him and placing a paw on his other flipper that was not occupied by Marlene. She batted her eyelashes. "Anytime, Kowalski."

Stacy also stepped up close to him, leaning in even closer so that her face was just inches from his, her paws on his chest. "We should hang out sometimes. You know where to find us."

"Please? Please? Please? Please? Please? Please Please?" Becky begged him, taking hold of his flipper and leaning in closer.

Stacy began begging along with Becky, taking hold of the flipper Marlene was holding onto, one paw still on his chest, and pressing even closer than before, crowding Marlene out.

Marlene wanted to stand her ground and refuse to be crowded out, but Stacy was really pushing. Feeling dejected, Marlene started to relinquish her hold on Kowalski's flipper and step back, but he looked down at her and placed his other flipper over her paw, holding it in place, and stepped back away from Becky and Stacy so that he was beside her again.

"I don't think that would be appropriate." Kowalski told them politely. "Besides, my schedule is pretty packed as it is, what with training my lovely new assistant." He added, smiling down at Marlene.

Marlene smiled back at Kowalski shyly.

"Teach me too, Kowalski." Becky said flirtatiously, moving close to him again. "I would love to learn everything you have to offer."

"Me too, Kowalski!" Stacy chimed in, clasping her hands together in a pleading fashion and batting her eyelashes. "Please?"

Kowalski rolled his eyes when the badgers began badgering again. "I'm afraid that won't be possible. Teaching one person takes up a lot of time as it is. I would never accomplish anything if I took on any more. Also, there are no openings right now. I only need one assistant, and Marlene has proven herself to be a quick study and a hard worker. She is more than adequate. Besides, I had enough trouble getting Skipper to let me take her on as my assistant. There is absolutely no way he would allow me to take on two more."

"Oh come on, Kowalski!" Becky begged. "What if we convinced Skipper?"

"You know you want to!" Stacy added. "Please?"

Marlene felt jealousy and fear creeping up inside of her again. This place was hers and Kowalski's, their escape, and she didn't want these two invading it, invading their time together, or taking his attention away from her. She felt a little guilty. It wasn't as though she had any kind of claim to him, and she knew that, but he was someone truly special and wonderful. He was her best friend, her protector. No one had ever treated her the way he did, or done as much for her as he had. They understood each other, protected each other, took care of and helped each other. She was his assistant. So in a way, she did feel that he was her Kowalski, and she did kind of want to have him to herself. Not all to herself, of course. She didn't want to isolate him. She had no problem with sharing his time and attention with their friends, but she certainly didn't want to share him with the likes of Becky and Stacy. Or lose him to them.

Kowalski was frustrated. These two were not taking no for an answer, he couldn't seem to get them to leave, and Marlene looked insecure and worried again. His face lit up as an idea occurred to him. "Why don't I give you a lesson right now?" He asked the badgers, giving them a charming smile.

"Okay!" Becky said eagerly, clasping her paws together.

"Yes please!" Stacy said, speaking at the same time as Becky and clasping her paws together as well. Their tails wagged excitedly.

Kowalski closed the lab door, then gently took hold of Marlene's arm, leading her away from the badgers. "Marlene, will you help me over here, please?"

"Should we come too?" Becky asked him.

"No no. I need you ladies to wait right there while I prepare a very special surprise for you." Kowalski replied.

"Ooh! A surprise?" Stacy exclaimed excitedly.

"I love surprises!" Becky told him.

"Maybe I should go." Marlene said quietly to Kowalski. She really didn't feel like staying and watching another man she cared about slip away from her as he became completely preoccupied with impressing Becky and Stacy.

Kowalski took Marlene's paw in his flippers and looked her in the eye. She thought he was giving in to them. "We'll go in a few minutes. I promise. But right now, I need you, Marlene."

Marlene looked back into his eyes and couldn't help herself. She trusted him. She knew in that moment that he wouldn't do anything that would hurt her, and she nodded, agreeing to stay.

Kowalski gave Marlene a mask to put on. They secured their masks, keeping their backs to the badgers who were chatting and giggling eagerly, then Kowalski released sleeping gas into the room.

"What are you doing?" Marlene asked him quietly, a little concerned.

"Don't worry." Kowalski told her, smiling reassuringly. "It's only sleeping gas. It's perfectly harmless."

Marlene smiled, relieved that the badgers were in no danger, but mostly that Kowalski wasn't seduced by their charm.

"I feel so sleepy..." Stacy said after a few minutes.

"What's going on?" Becky asked, swaying sleepily.

"Oh, just a lesson in taking no for an answer." Kowalski informed them. He shut off the sleeping gas as the badgers collapsed. He lifted Becky into his flippers, and Marlene pulled Stacy's arm over her shoulders, holding her around the waist, carrying her as best as she could.

"Where are we taking them?" Marlene asked, hoping she wouldn't have to see Julien.

"They can sleep it off in their habitat." Kowalski told her. He had no intentions of taking Marlene anywhere near Julien. He didn't want her being hurt again. "Now to look into this breeding program." He said when they'd dropped off the badgers at their habitat.


	7. Chapter 7

Kowalski and Marlene were in the zoo office with Phil and Mason, investigating into the breeding program. Kowalski had hacked into the computer, and with the chimps' help they were reading the files and messages in regards to it.

"According to this," Mason said. "the breeding program was initiated by this zoo after the veterinarian diagnosed Marlene as suffering from a severe case of love sickness. It was determined that she needed to mate in order to survive, as she was neither eating nor drinking, just wasting away."

Marlene was blushing a little at having her condition made so known, and her breath caught in her throat in fear. She took hold of Kowalski's upper flipper for security. "But I don't wanna mate. I don't even know this guy!"

Kowalski had been taking down all of the information they were gathering on his clipboard. "Don't worry, Marlene. We'll handle this. Together." He told her reassuringly, lightly patting her paw with his other flipper.

"This Antonio appears to be a handsome fellow." Mason said to Marlene. "You may find that you like him."

Marlene glanced at the picture on the screen again and blushed lightly. It was true, he was handsome, but not in the same elegant, sophisticated way that Kowalski was. Antonio was roguishly handsome, very muscular, and something about him raised a frantically waving little red flag in Marlene's head. He looked like he could be rebellious, rough, dangerous.

"As for why the Bala is here, and why the female penguin is being sent," Mason continued. "Bala was suffering from love sickness, the same as Marlene, but not as severely, and they feel she also just needs to mate. They want to breed Penny. Since we have Julien here, and four strapping and handsome male penguins, they want the Central Park Zoo to help them with Bala and Penny in exchange for sending Antonio to help Marlene. Bala arrived ahead of the other two because they're getting caught up on their vaccines."

Kowalski finished taking down this information and then stared at his clipboard in silence. It was his turn to be nervous and uncomfortable. Mating? Breeding? All of this was...expected of them? If any of the team were to mate with Penny and impregnate her, what would that mean for the team? Hatching and taking care of the young was mainly a guy thing among penguins. Would that mean that the father of Penny's baby would be sent to the other zoo with her, separated from the team? It hurt to imagine losing any of them. He thanked Phil and Mason, then headed back to HQ with Marlene to wait for Skipper and the others to get back from their snack run so they could break the news to them and discuss how they would handle it.

"I don't like it." Was the first thing out of Skipper's beak when Kowalski gave him the news. "We can't have someone we don't even know coming to stay here! How are we supposed to keep all of our top secret operations top secret? And what if she's a spy?"

"But Skipper," Private protested. "What if she's really nice? Shouldn't we at least give her a chance? We could keep an eye on her, and if we see anything fishy, then we could send her packing. Bala's been here for a week, and we didn't even notice. She hasn't been over here spying on us."

"He does have a point, Skipper." Kowalski agreed.

"How do we know she didn't send Becky and Stacy over here to gather intel?" Skipper questioned.

"Oh please!" Marlene said, rolling her eyes and crossing her arms over her chest. "Those two airheads? Spies? The only thing they had any interest in was flirting with Kowalski and feeling the feathers on his chest, which are really soft, and nice, and comfortable." She blushed lightly, thinking about Kowalski's feathers. Her blush intensified when she realized that everyone was looking at her oddly. She noticed that Kowalski was blushing as well.

"It sounds like you're a little jealous, Marlene." Skipper teased her with a grin.

"Ooh!" Rico said with an expression of both suggestion and amusement. He and Private looked at Marlene curiously.

Skipper looked to Kowalski, however. His expression matched Rico's. "Is something going on here that I should know about?"

"What? No!" Kowalski said emphatically.

Marlene felt a little hurt at how adverse Kowalski seemed to the suggestion. Was it true, all the hurtful things Julien had said about her?

"You do have a point about the badgers, though." Kowalski continued thoughtfully. "They did ask me to teach them everything I know. Perhaps the flirting was a pretext to get me to unwittingly give away valuable intel."

"That settles it." Skipper announced. "When the other two arrive, we'll be shipping them right back where they came from."

"Bala too?" Private inquired.

"Yes. Bala too." Skipper confirmed. He looked at Marlene curiously, as if expecting something.

"What?" Marlene asked him uncomfortably after a moment.

"Well, it's just that you usually have some argument about giving people a chance and seeing the good in everyone, and other nonsense like that." Skipper replied.

"But this is different." Marlene told him. "They expect me to mate with this guy, and I don't even know him! And you didn't see his picture, Skipper. He looked like he could be rough, dangerous."

"Well, not to worry, Marlene. He won't be coming anywhere near you." Skipper said reassuringly. "He won't even be setting foot outside of the crate!"

"Are you disappointed with Skipper's decision?" Marlene asked Kowalski curiously when everyone had wandered off to do their own things.

Kowalski looked thoughtful for a moment. "It was expected," He told her. "But yes, I suppose I am curious as to what may have come of it. It could have been a chance for one of us to find love and happiness, to have a future with a family, or at the very least, she could be a very good friend. But, if any of us were to fall in love and mate with her, if she were impregnated, that could mean losing a teammate, as he would have to go back with her to the other zoo and help to incubate the egg and raise the hatchling. So, I don't know whether to be disappointed or relieved."

"Yeah, I know what you mean." Marlene said simply. She didn't clarify that her relief was because of Penny more than Antonio at the moment. As Kowalski was speaking, she had been imagining him falling for Penny, and a small part of her felt that jealousy again. She knew she shouldn't be that way. It could be fun! The new girlfriend and the best friend hanging out, having girl time, telling tales on him. And if they mated and had a little baby penguin, she would be there for every moment! Wait, no she wouldn't. Because Penny would be taking him away. To another zoo. No more spending every day together, working together, no more buddy system, bff, sanctuary, protector. Only another void in her life. Her heart started to sink into depression, but she shook it off. What was she worried about? It's not like it was actually going to happen anyway.


	8. Chapter 8

When Marlene arrived at the penguins' habitat for work in the morning, the penguins were nowhere to be found. They must have had a mission. She sighed, disappointed, and started to go into the lab, but stopped in the doorway when she heard the hatch open. She glanced over, expecting the penguins to be there, but it was Julien.

"Uhh, what are you doing here?" Marlene asked him, glaring.

"You do not need to be so rude." Julien told her. "I saw you coming over here and I have come to extend to you an invitation." He declared regally.

"An invitation to what exactly?" Marlene asked, her arms crossed over her chest.

"An invitation to spend Valentine's day with me!" He said seductively. He waited for her to react. When she didn't, he continued. "You would be one of my concubines, of course. Bala is my main woman now, but there will be fun and goodies and surprises for everyone." He waited again. "Well? Aren't you going to say anything? Or at least be looking excited or something!"

"You're unbelievable." Marlene said. It was all she could say around the lump that was forming in her throat.

"I know, right?" Julien said proudly, misunderstanding her statement. "I am offering you your old job back, as well as a chance to spend Valentine's Day with me, your king!"

"Yeah, thanks, but no, thanks." Marlene said disinterestedly, starting into the lab.

"Say what now?" Julien asked in confusion, and started to follow her. "But, Marlene, how can you say that? Do you want to be all alone on Valentine's Day, and maybe even forever?"

Marlene placed a paw on his chest, stopping him. "You can't come in here. Sorry. We don't need another incident like last time. In fact, you really shouldn't be here at all since Skipper and the others aren't home."

"But you are here." Julien pointed out, stepping aside quickly so that she lost her balance, and slipping in around her.

"I work here!" Marlene said in frustration. She went inside after him and started trying to push him back out the door.

Julien swatted Marlene's paws away and shoved her backwards away from himself. "And I am king! I can be going wherever I want!"

Marlene had hit the ground hard when Julien shoved her. Hot tears stung her eyes, partly from her smarting bottom, and partly from shock and hurt that he would do that. "You are not my king! I am not in love with you! I do not want to spend Valentine's Day, or any other day, with you!" She took a deep breath and continued more calmly. "I do not want to be your concubine. I do not want you for my boyfriend, or my mate. I do not in any way desire you. I wouldn't even call you a friend." The tears had escaped from her eyes and begun streaming down her face. "Get out." She growled, trembling with emotion.

"Ugh! Fine! If you are saying so." Julien said with a shrug. "But you would do well to take me up on my offer, Marlene, especially since the smarty penguin does not want you. I am doing for you a favor! Valentine's Day is almost upon us, and what could be better than spending Valentine's Day with a king, huh? A devilishly handsome king at that. Where else are you going to find a date? Unless you want to be the only person alone and without love on Valentine's Day, which is the day of love."

There it was again. He was doing her a favor. And he'd said that Kowalski didn't want her either. She remembered how strongly Kowalski had protested earlier when Skipper had asked him if there was anything between them. What about everything else Kowalski had said, about her being beautiful and a queen? Was that only to protect her, or had he really meant it? Was he just saying what he thought she needed to hear while Julien was telling the cold, hard truth? No one, save for Julien and the beavers, had ever shown any interest in her except for when her fur had accidentally become bleached and everyone thought she was an entirely different otter named Arlene. Those had all been fleeting crushes, nothing more. No one had ever really loved her. Maybe she really wasn't anything special. "I said, get out!" She growled again, more fiercely this time.

"Okay, okay!" Julien said nervously, holding his paws up in surrender. "There is no need to be getting all snarly and gross. I am going now. See?" He backed out of the lab, waved, and ran to the exit. "Be considering my offer, Marlene!" He called on his way out.

Marlene set to work to distract herself, but it wasn't working. She kept thinking about Julien's words and zoning out, feeling unattractive and unloved. Tears continued to break free and flow down her cheeks again, no matter how many times she would stop them and try to hold them back. She finally gave up and just sat there, staring off into space, tears flowing freely.

"Marlene?" Kowalski said softly, standing just inside of the lab and staring at his friend in surprise and concern.

Marlene started upon hearing her name, and she looked up to see Kowalski standing there. When had he come in? She hadn't heard the penguins arrive home. All of her doubts about the sincerity of the things he'd said were now foremost in her thoughts, as well as the memory of his adamant rejection of the suggestion that there was anything between them. Part of her wanted to run to him for comfort and reassurance, but now she wasn't sure if she could believe anything he said anymore. But as she gazed up at him, she felt drawn to him. Her heart jumped and she sprung up from her seated position and rushed into his flippers, throwing her arms around him and holding onto him tightly.

Kowalski automatically wrapped his flippers around her, comforting and protecting her. He held her tightly as she cried into his chest, softly speaking words of comfort into her ear. When she calmed down at last, he pulled back so he could make her look at him. "Marlene, what happened?"

Fresh tears filled Marlene's eyes and threatened to spill over as she tried to speak. She rubbed at her eyes in frustration, trying to hold them back and maintain her composure. "It was Julien again. He came over here and asked me to spend Valentine's Day with him. As his concubine. He said all the same nasty, hurtful things he said before, and more. When I tried to make him leave, he shoved me!"

"Are you hurt?" Kowalski asked her quickly.

"Only my bottom." Marlene told him, blushing lightly.

"And what did I say before when he said all of those things about you?" Kowalski asked her.

"You said that I'm beautiful, and a queen." Marlene replied quietly, unable to look at him.

Kowalski watched her intently. "You don't believe it." He stated. He placed a flipper under her chin, tilting it upward so she was facing him. "Whenever I see you, I see a fiery, radiant, passionate, exciting, fun young woman. I see someone who is a true friend, kind, compassionate, loving, caring, who always tries to see the best in everyone and gives everyone a fair chance. Your presence lights up a room and shifts the atmosphere. You are beautiful, Marlene. Your eyes are so fiery and bright, so full of life. Your smile is genuine and sweet." He gently stroked her cheek as he said this, still looking her in the eye. "Your fur is sleek and shiny." He hesitated, blushing and looking away, then continued. "The contour of your body is perfectly curvaceous, and you have some nice muscle definition, but not so much that it compromises your feminine beauty. And the way in which you carry yourself with such confidence and energy is very striking. I hope you can forgive my boldness. I just felt that needed to be said."

Marlene stared at him, blushing more hotly now, pleasantly surprised, and she knew he meant every word. She could see the sincerity in his eyes, as well as in his body language. When he'd blushed and looked away, it was clear he was sharing very real thoughts that he wasn't comfortable with sharing. "Wow, Kowalski. I never realized anyone ever paid that much attention to me."

Kowalski's blush intensified. "I am a scientist, Marlene. Observation is key to what I do." He looked into her eyes again with a sorrowful expression. "I'm sorry I wasn't here to protect you."

"You're here now, and you still saved me. Every time I start to lose my confidence and my fire, you show up to protect it and give it back to me." She smiled, remembering the day when Kowalski had defended her against Julien. "Has anyone ever told you that you're really cute when you're angry?" She asked him, realizing that she felt very confident again.

"No, I don't suppose that anyone has. Until now, that is." Kowalski said awkwardly.

Marlene's smile grew upon seeing how flustered he had become. She stood on her toes and kissed his cheek, then stood back and smiled up at him shyly, still blushing lightly. "Thanks for being my hero."

Kowalski's eyes had widened in surprise when she had kissed him, and his face flushed anew as heat flooded his body. "You're welcome." He softly replied, gazing down at her with a bemused expression.


	9. Chapter 9

Kowalski approached the lab, blushing at the teasing from his teammates.

"Big day planned today, Kowalski?" Skipper asked him, smiling suggestively.

Rico growled and wiggled his brow mischievously.

Private looked excited, and he was about to say something encouraging, but Kowalski cut him off.

"Marlene and I are only friends. This is merely a token of our friendship and my appreciation for everything she's done since she became my assistant." Kowalski informed them.

"That's very thoughtful of you, Kowalski." Private said kindly. "Marlene will love them!"

"Good man, Kowalski!" Skipper praised him, swatting his bottom encouragingly.

Kowalski smiled and rubbed his stinging bottom for a moment before placing his occupied flipper behind his back and reaching for the lab door with the other.

Marlene looked up from her work as Kowalski entered the lab. "Oh, hey Kowalski!" She said cheerfully as he approached her.

"Good morning, Marlene." Kowalski said with a smile, pulling a bouquet of pink and yellow roses from behind his back and holding it out to her. "And happy Valentine's Day."

Marlene's eyes widened in pleasant surprise, and she blushed softly, staring at his offering. She accepted them, lightly running her fingers over the soft petals and leaves. She brought the roses closer to her face and took in their lovely scent, gently nuzzling at the petals with her nose.

"I wanted to do something to show you how much our friendship means to me, how much I admire you and appreciate everything you do." Kowalski told her softly, watching her reaction to his gift reverently.

Marlene looked up at Kowalski's handsome, softly smiling face, and warm, happy tears filled her eyes. She stepped forward and threw her arms around him, nuzzling her face against the feathers on his chest.

Skipper, Rico, and Private watched from the doorway, holding their breath.

"Is something wrong, Marlene?" Kowalski asked, holding her gently.

"No, nothing's wrong." Marlene told him. "How could anything ever be wrong when I'm with you? You're so good to me, Kowalski. Thank you."

"Aww!" Skipper, Rico, and Private said in unison.

Kowalski glanced at them awkwardly before returning his attention to Marlene. "This is the way you should be treated, Marlene. Never accept anything less, especially from someone claiming to love you."

Marlene squeezed him gently, then brought her paw that still held the bouquet between them so she could enjoy her roses some more. "Well, when I do start dating again, anyone I date is gonna have a hard time measuring up to you. I think you've pretty much ruined me for anyone."

"Then maybe you and Kowalski should date." Private spoke up, stepping forward from the doorway. "I mean, just think about it. You obviously care very much about each other. You understand each other. You respect each other more than any of your previous partners ever has. You've made each other happier than any of us has ever seen either of you. You're very protective of each other, and you already spend the majority of your time together, by choice, I might add. I'd say you're perfect for each other, and you're practically dating already."

"Don't be absurd, Private." Kowalski said, blushing and looking away from Marlene awkwardly. But now that Private had said that, he was thinking about it, and it made perfect sense. They did want the same things in a relationship, and lately, every time he'd defended Marlene or protected her, every time he'd held her while she cried, every time she'd hugged or kissed him, and with every one of their awkward encounters, he had found himself feeling closer to her, more bonded with her, more protective, fonder of her, caring more. Was he falling in love with her?

"Yeah, that would be, um," Marlene paused, at a loss for words. "I don't know what that would be." She finished awkwardly. She blushed, realizing that the idea actually appealed to her. That would be amazing, she thought. Kowalski was perfect. He was sweet, sensitive, gentle, thoughtful, attentive, giving, tender, loving, loyal, faithful, protective, intelligent, sophisticated, and handsome, so handsome. She glanced over at him and her blush intensified. As she imagined him loving her, she felt her heart skip a beat and swell with emotion. Love?

"The boy might just be onto something here." Skipper told them.

Suddenly, Julien's scream could be heard all across the zoo.

"Smoked salmon! Sounds like Ringtail's in trouble! Move out, men!" Skipper commanded.

Kowalski didn't look the least bit concerned, Marlene noticed. In fact, he was smiling! He winked at her, and cocked his head towards the periscope, signaling for her to have a look at what was going on, then followed after Skipper and the others. What she saw when she looked through the periscope was Julien angrily holding a fancy looking perfume bottle, waving it in everyone's faces. He was probably demanding that they find out who did it, because it was clearly a prank. He had spots in his fur where he had sprayed the perfume that were a rather ugly shade of pink to begin with, but were even more unattractive in combination with the colors of his fur, and everyone was covering their noses, so it must not smell pretty either. She smirked. It looked like Julien wouldn't be getting a whole lot of love on Valentine's Day either. The penguins left the lemur habitat and seemed to be heading back to HQ. Marlene waited eagerly to hear the details of whatever had happened.

"And how many times has Julien utilized the skunks' spray to someone else's disadvantage?" Kowalski was saying as he and the others came down the hatch.

"What happened?" Marlene asked immediately.

"Someone pranked Julien!" Private announced. He looked like he didn't know if he should be amused or horrified.

"They got him good!" Skipper said with a grin. "Someone left him an anonymous Valentine's Day present, a bottle of perfume that discolored his fur and made him smell like combination of something sickly sweet and a skunk."

"Who would do such a thing?" Private asked.

Marlene caught Kowalski smirking, and she had a hunch. He had seemed unconcerned earlier, unshaken by Julien's scream, almost as though he'd been expecting it, and he'd been smiling. "I dunno, but whoever it was is a genius!" She said, laughing a little. "He totally had that coming!"

Skipper seemed to have a revelation then, and he eyed Marlene and Kowalski suspiciously. "You two wouldn't have had anything to do with this, would you?"

Before either of them could answer, there was a loud tapping sound at the hatch.

"Aww, what now?" Skipper cried out in annoyance. He opened the hatch to find a carrier pigeon with a small pink paper tied to her leg.

"I have a message for a penguin named Kowalski." The little pigeon stated.

"From whom?" Kowalski asked, poking his head up through the opening.

"From a dolphin named Doris." The pigeon informed him.

"Return to sender." Kowalski said firmly, disappearing back down the hatch.

"Wait, you're not even going to look at it?" The pigeon asked frantically, poking her head down through the opening.

"No." Kowalski told her. "I'm sorry that you've come all this way for nothing. Rico, give her something for her trouble, would you?"

Rico nodded and hocked up a small trinket he'd collected, then handed it up to the pigeon.

"Should I give this to Doris for you?" The pigeon asked Kowalski.

"No!" Kowalski cried out in frustration. "That was meant as payment to you for your services."

"Oh. Doris was really hoping to see you today." The pigeon said quietly in disappointment.

"I'm working, and frankly I'm not interested." Kowalski told her. "And now, you'll have to excuse me. I really must be getting to work. Marlene, come with me, please."

Marlene followed him into the lab, and when they got behind the workstation she gently squeezed the upper part of his flipper.

Kowalski smiled down at her, letting her know he was alright, and they set to work once Marlene had finished finding something to put her roses in.

"I know what you did today." Marlene spoke up with a smile, referring to Julien's anonymous gift.

"I'm sure I haven't the slightest clue as to what you are referring to." Kowalski told her, trying not to smile.

"You could have gotten into big trouble if that pigeon hadn't shown up when she did." Marlene told him. She knew he'd done it for her, and her heart swelled with affection for her friend.

Kowalski looked down at her smiling up at him. He placed a flipper underneath her chin and smiled back at her. "Worth it."

Marlene's smile grew, and she blushed, looking away and setting back to work.

_**To be continued! ;-)**_


	10. Chapter 10

As they continued working, Kowalski thought this was as good a time as any to bring up something he'd been thinking a lot about. Private's bold suggestion earlier had almost caused him to back out, but now he made up his mind to do it. "Marlene, I've been thinking that we could both use some time outside of the lab." He began. "And I was wondering if you would be willing to accompany me later for a night out." The roses weren't the only thing he had planned on doing for her today to show her how much he truly appreciated her.

Marlene's face lit up with a smile. "I'd love to!" She said eagerly. "What do you have in mind?" She blushed lightly, realizing that it was Valentine's Day and Kowalski had just asked her out. She knew he intended it to be a night out as friends, but for some reason she felt her heart flutter.

Kowalski smiled back at her. "I'll show you later." He had carefully planned the evening out, remembering from talking with her things that she had never experienced but would like to.

"Okay." Marlene agreed. Her mind raced with possibilities as she wondered what he had in store for later. Try as she may, she just could not stop smiling. She was so excited! None of the ideas that came to her mind could even hold a candle to what really happened that night.

As late afternoon came around, Kowalski packed the necessities and headed over to Marlene's habitat to pick her up. He left a mechanical otter behind when they left. The first thing he did was take her to a very secluded part of the park, where they would be highly unlikely to encounter any human interference. The sun was setting, and they once again gazed up at the beautiful sight together. "It's beautiful isn't it?" He asked, looking down at her.

Marlene smiled and nodded, and when she looked back up at Kowalski she blushed lightly.

"Ready for a closer look?" Kowalski asked her, holding out a jet pack.

Marlene's face lit up with excitement, and she allowed him to help her into the jet pack. She had always wanted to try this, but she was a little scared. "Is this gonna be really complicated? I'm not gonna like crash a whole bunch of times before finally catching on am I?" She asked him nervously.

Kowalski took her paw in his flipper and squeezed it reassuringly. "Not to worry, Marlene. I won't let anything happen to you."

Marlene looked up at him and felt reassured by the certainty and strength she saw in his expression, heard in his words, and felt in his touch as his flipper squeezed her paw. She was safe. She could do this. Kowalski would always come to her rescue. "Yeah, you're right. What was I worried about?" She said with a smile.

"Safety goggles down." Kowalski instructed. When Marlene had her goggles in place, he continued somewhat awkwardly. "Now you'll need to shake your bottom to get it started."

Marlene looked skeptical. "You're kidding, right?"

"No, that's actually how it works. When you shake it up, pressure builds up inside the tank. Once it reaches the limitations of its capacity it will release, propelling you through the air." Kowalski explained to her. "I should warn you that with the release comes a loud popping sound. Try not to let it startle you, and stay focused on flying." Marlene still looked a little shy and hesitant, so he decided to go first. "Here, watch." He told her with a smile. He shook his bottom and then lifted off, flying up towards the beautiful setting sun.

Marlene watched him for a moment as he flew up, down, around, in loops, and as he torpedoed through the air, the beautiful sunset the perfect backdrop behind him. As she watched, she was filled with elation, and she wanted desperately to be up there with him. She would have to remember to paint this later. She shook her bottom and took off rather awkwardly. Kowalski flew over to guide her and, with his help, she soon had the hang of it. She flew alongside of him, doing loops, enjoying the sunset and his company. She couldn't remember ever feeling so much joy before in her life.

As it grew darker, Kowalski decided it was time to continue on to the next event of the evening. "Come on, this way." He told Marlene, and they flew off in the direction he had indicated. He landed neatly on top of a high buidling, then helped Marlene as she landed awkwardly after him. "Not bad for your first time." He told her. "You didn't crash."

Marlene smiled and looked around as he helped her out of her jet pack. "What are we doing up here?"

Kowalski smiled in return, taking her paw in his flipper in leading her close to the edge of the building. He watched her expression become one of wonder as she took in the beautiful scenery and the twinkling lights from this height.

"It's beautiful." Marlene said softly.

Kowalski gently squeezed her paw, then pulled her back a little from the edge before taking out a blanket and laying it down. He bowed to her, took her paw again, led her onto the blanket, and helped her to softly seat herself on it.

Marlene watched with interest as he pulled out a few candles from the picnic basket and lit them, then various seafood dishes. She looked around again at the beautiful scenery all around them, and thought of their earlier flight as the sun set. Her heart swelled with affection for her friend, and warm, happy tears filled her eyes. She flew across the blanket, throwing her arms around him and knocking him backwards.

"Marlene! What are you doing?" Kowalski asked in shock, worried that the candles might have been knocked over and that everything would go up in flames.

"Sorry!" Marlene said, helping him to sit up and worrying that she may have hurt him. "I just can't believe you went to all this trouble! This has been the best Valentine's Day ever. Thank you, Kowalski. For everything." A few warm tears escaped from her eyes, and she embraced him again, gently this time, burying her face in his chest.

Kowalski embraced her warmly in return, resting his beak gently on the top of her head. "You're welcome."

Just then, the same little carrier pigeon flew into view that had visited the penguins' habitat earlier. She was still delivering valentines, but she did a double take and flew back around to them, hovering in the air nearby. "Um, excuse me! Hello!" She called out to them.

"Oh hey!" Marlene greeted her amiably. "You're the little messenger from earlier, aren't you?"

"That's right." The carrier pigeon told her. "My name is Cookie."

"Hello, Cookie." Kowalski said cautiously. "Have you come with another message?"

"No, but can I ask a question?" Cookie asked them.

"I believe you just did." Kowalski pointed out.

Marlene rolled her eyes. "Um, sure?" She said uncertainly.

"Is this a date?" Cookie asked.


	11. Chapter 11

Marlene and Kowalski had frozen, unsure of how to respond, both afraid of saying the wrong thing.

"Why do you ask?" Kowalski spoke up.

"Well, Doris and I have kinda become friends since I deliver a lot of messages for her." Cookie informed him.

"I'm sure you do." Kowalski said dryly.

"I look after her personal interests, and since you're currently her interest, I just kinda need to know what to tell her." Cookie continued awkwardly. "She loves you, and she's really been missing you."

That last statement struck a bitter chord in Marlene. She felt annoyed that this pigeon was interrupting their night out together on another woman's behalf, especially since the other woman was Doris, with whom Kowalski had been deeply in love and wholly devoted to. Marlene had become accustomed to being the number one lady in his life, his best friend, the one who really knew and understood him, who was always by his side, someone he even trusted to assist him in his lab. She suddenly found herself feeling jealous, possessive, afraid of losing him. She glanced at him and saw that he looked uncertain now, as though he might be giving in to the idea of giving Doris another chance. Doris would only hurt him again. Marlene remembered how she had felt when Julien had started seeing Becky and Stacy, and all of the times recently that he had put her down. Her heart ached at the thought of anyone making Kowalski feel that way. "As a matter of fact, this is a date." Marlene told Cookie, standing and stepping forward towards her. "And you can tell Doris that her chance has come and gone. Forever. She doesn't deserve him. She never did. And she doesn't know what love is. She had it right in front of her all that time, an amazing guy, faithful and loyal, who loved her with everything he had and gave her everything, all of his time and attention, anything she wanted, he would have find a way to give it to her! He would have given her forever, his whole entire future! She never realized because she was too caught up in playing around with other guys, other hearts, behind his back! She doesn't even really know him, because she never tried to! She probably never noticed how alone he always felt, being both a romantic and a scientist, surrounded by people who just don't understand those things. She doesn't know about all of his amazing inventions, because she's never taken any interest in his work or his hobbies. She doesn't know that he's an amazing teacher, because she never listens or pays attention. She's probably never realized that he would be such a wonderful father, because she's never spent enough time with him to see how protective he is of Private. She had it all, everything a girl ever dreams of in a mate, but she took him for granted. I won't make that mistake, and since Kowalski here is a one woman, forever kinda guy, and he loves me, that means she's never gonna get another chance like that again, because he'll be mine, faithfully and loyally, forever. She should have appreciated what she had when she had it, and claimed him when she had the chance. She'll never find another guy like him again. There's no one else like Kowalski in the whole wide universe." Her voice had become soft as she spoke that last sentence, and she glanced over at Kowalski to see that he was staring at her in shock, his face flushed lightly. Her own face flushed as her eyes met his briefly and she found herself once again thinking about how handsome he was. Her blush intensified as she allowed her mind to wander just a little, focusing on his beak which was slightly parted, imagining if this were a real date, imagining herself walking over there and kissing him. She shook off the daydream, forcing the clouds in her head to disperse, and turned her attention back to Cookie. Curse Private and his stupid romantic notions of she and Kowalski dating! But did she really feel that way? Ugh! She didn't want to complicate things by thinking about that right then. She just wanted this pigeon to go away so they could get back to enjoying their evening out. "Now if you don't mind, we would like to get back to our date." She said, then continued when Cookie hesitated. "Alone. A date is between two people, and since he asked me out tonight, this is my night, not Doris', not yours."

Cookie looked to Kowalski who shook his head. "You heard the lady." Kowalski told her firmly. "Leave us alone now, please, and you can tell Doris that I'm not interested."

"Okay. Sorry to have interrupted. I'm just doing my job as a friend and messenger. Thank you for your time." Cookie said awkwardly. She started to leave, then turned back to face them again nervously. "Maybe after tonight, sometime soon, you could go talk to her. She really needs to see you and talk to you."

Marlene was outraged. The nerve of her, asking him to go talk to some other girl while he was in the middle of a "date" with someone! She picked up a fistful of food and flung it at Cookie.

The food hit Cookie dead on, causing her to have to flap her wings madly so as not to fall from the sky while she tried to shake off the food. She retaliated without thinking, throwing some of the food back in Marlene's face.

Marlene furiously grabbed for Cookie, but Cookie steadied herself quickly and flew away to escape her grasp.

Kowalski leapt up from his place on the blanket, taking hold of Marlene and pulling her back from the edge of the building, preventing her from falling. They held each other awkwardly for a few moments, Marlene embarrassed and a little ashamed of her behavior, and Kowalski simply unsure of what to say or if he should say anything.

Marlene suddenly wasn't in the spirit of fun anymore. "Maybe we should call it a night." She said dejectedly.

Kowalski felt his heart sinking. He tilted her chin up, forcing her to face him. "At least eat something first, and then if you still want to go home, we will, but I think we both really need this, now more than ever."

Looking up at him, Marlene couldn't help but feel better, and she felt a smile starting on her face. She looked away in frustration. Part of her really wanted to have her bad mood, and to go home and sulk, but another part of her wanted to continue their night out together and to make him happy, and that second part was quickly overpowering the first. "I don't wanna go home." She admitted. "I wanna be here, with you. The whole Doris thing just has me worried and frustrated."

"I don't think there's any cause for concern. I don't think she'll ever be contacting me again once she hears everything you said to Cookie." Kowalski told her.

"Really? Because Cookie seems awfully determined to get you back together with her, and you looked ready to give in, if you ask me." Marlene said, crossing her arms over her chest. Kowalski looked surprised, and seemed to be considering her response, studying her. Marlene blushed, realizing that she was allowing her jealousy and feelings of possessiveness to show through. "I don't want her hurting you again, Kowalski! It's like you've become part of me. I feel what you feel, and I want to protect you and make you happy, just like you do for me. I've really come to," She hesitated, blushing as she realized what she'd been about to say. She'd grown to love him. But what kind of love was this? She told herself not to be ridiculous. She'd always loved the penguins. How could anyone not love those guys with their cute, quirky personalities? They were distrustful of others, tough, commandos, but they were also softies, they cared, they protected everyone. Her friendship with Kowalski had simply become stronger, closer, fonder with everything they'd been through together recently. He was her best friend. That's all it was. It was perfectly natural that she felt more for him. But part of her still felt that maybe it was more than that, and maybe she wanted it to be more than that. Ugh! Why did this have to be so complicated? She shook it off again, forcing all of her confusing thoughts and emotions out of her head, and finally finished her sentence. "I've really grown to care about you, a lot."

Kowalski took one of her paws in his flipper. "Thank you for what you did tonight, Marlene." He said softly. "Without you, my resolve to stay away from Doris would likely have crumbled, and I would have gone back to her and gotten myself hurt again."

Marlene looked away, feeling a little sad. So, if she hadn't spoken up, would he have gone back to Doris? Even though she was there? Did that mean...this wasn't love? Ugh! Not this again!

Kowalski observed sadness and confusion in her expression, and he placed a flipper under her chin, once again forcing her to look at him. "The feelings are mutual, Marlene. I've...really grown to...care for you...too." He told her awkwardly. He saw a little glimmer of something light up her expression. Hope? No, that didn't make sense. Unless it was hope that she had saved him from ever being hurt by Doris again? Possibly. But it was only a small glimmer. The sadness and confusion still lingered. What could be making her feel this way? He wanted to make it go away. It hurt him to see her hurting. He hesitated only a moment before acting. It was out of character for him to initiate, but she needed it, and he wanted to because it would ease her pain. He cast his inhibitions aside and pulled her closer, holding her gently, resting his beak softly atop her head as he had earlier. He felt her melt into his embrace, and his heart swelled with warmth, happiness, and affection for his friend. He couldn't stop himself from smiling, and he held her a little tighter.

Marlene was very pleasantly surprised. It was very rare that Kowalski ever initiated a hug, and never before had one ever felt as warm and affectionate as this one! She took in his scent, and something about it was invigorating to her. Maybe because she had by this time associated his scent with all things good in the world. To her, he was a reason to live life and to love it, he was comfort, he was joy, he was constant. She felt full of life, and as excited about their evening together as she had been earlier that day when he had first asked her to share it with him. She squeezed him gently, then took him by the flipper and pulled him back to the blanket. "Come on! Let's eat! What is all of this anyway?"

"These are various seafood dishes from around the world." Kowalski explained to her. "I packed as many as I could into these small containers so they would all fit into the basket. There's enough of each of them for the both of us to sample them all."

"Except for the one I threw." Marlene said with shame.

Kowalski chuckled softly and passed her what was left of that one to put on her plate. "Just don't throw it at me." He teased her. "Since Doris was a blast from my past, not yours, I take full responsibility for what happened earlier. I'm sorry that my past temporarily put a damper on our evening."

"Eh, don't mention it." Marlene said, shrugging it off.

"Thank you again for what you did, Marlene, and for all of the kind things that you said about me." Kowalski continued.

Marlene blushed, feeling embarrassed. She grinned and tried to play it off by flinging some of the food off of her spoon at Kowalski. "I said don't mention it."

Kowalski glared at her in annoyance, and started wiping the food from his feathers with a napkin. He would have to groom the rest out after dinner.

"Anyway, it was all true. Well, all except the parts about us dating, of course." Marlene said, her blush deepening. She picked up a napkin and started trying to help him remove the food from his feathers. "And they didn't succeed in ruining our 'date'. This has still been the best Valentine's Day ever! You really went all out! I'm really touched that you remembered that I wanted to fly using a jet pack, and see the city at night from up high so I could see all the twinkling lights, and to try foods from different places. You put a lot of thought into this. Thank you, Kowalski. This really means a lot to me."

Kowalski smiled down at her. "And it's not over yet!"


	12. Chapter 12

Their next stop that evening was an ice cream parlor. The closest thing Marlene had ever tried was a snow cone. Kowalski had remembered her seeing it on tv once and asking them about it. She'd said that she'd seen humans walking around and eating it at the zoo and at the aquarium that she'd lived in previously, but they had brought it from outside, so she'd never managed to get one for herself to try it. He had searched the city for places that sold ice cream, and luckily there was no shortage of them, although he was determined that she would have her first taste of ice cream tonight and would have gone any distance to ensure that she got it. He had chosen the nicest one, and had found out what time they would be closing that night so that they could go in after closing and take their time, enjoy trying every flavor, and make sundaes or cones with very little to no chance of human interference.

They couldn't reuse the jet packs, so he had taken her down the fire escape of the building where they had enjoyed their dinner together and they had sneaked onto a bus. They hopped off of the bus at the corner that would take them to their destination, and just before they turned the corner where the ice cream parlor would come into view, Kowalski helped Marlene onto his back and told her to close her eyes. He instructed her to hold onto him tightly around the shoulders, and to try to keep her knees up off of the ground and tightly at his sides for extra security. He then waddled and tobogganed towards the ice cream parlor, making certain that they were not spotted by any security cameras. He could tell that Marlene was enjoying the ride, because a delighted giggle would occasionally escape her, and he could feel it in the way that she held onto him, eagerly bracing herself for more. He shushed her, but he couldn't help smiling at her giddy enjoyment. When they made it to the building, he gained access with ease, having already studied their security measures in preparation for this evening.

Once inside, he set Marlene down on her own feet, making sure she was good and steady before letting go of her and instructing her to keep her eyes closed. He went all around the inside of the parlor, making sure all of the blinds were closed on the ground level windows and on the door. He wasn't concerned with the high windows. It was very highly unlikely that anyone would be passing by on stilts. He turned on the lights, then quickly returned to Marlene. "You can open your eyes now." He told her excitedly. He watched her face light up until she was glowing with excitement as she looked around at all of the pictures on the walls of the different ice creams.

"Is this what I think it is?" Marlene asked him eagerly.

"You can't celebrate Valentine's Day without sweets." Kowalski told her with a smile. He took her paw in his flipper and led her to the back where all of the ice cream was kept frozen. They brought out trays of every flavor and arranged them in the front as he had seen the humans do, then brought out the condiments that weren't already set out.

"Now what?" Marlene asked him.

Kowalski smiled and pulled out spoons and sampler cups. "Now we try every flavor, then make sundaes or cones with our favorites."

"Ooh! This one is heaven!" Marlene said blissfully when she sampled a candy cane ice cream. "Have you ever had it before?"

"No, I don't believe that I have." Kowalski told her. "I've really only ever had vanilla, chocolate, peanut butter, and strawberry."

Marlene spooned a little bit of the ice cream from her sampler cup and held it out for him. "Here. You have got to try this."

Kowalski blushed awkwardly. It wasn't that he was grossed out about sharing someone else's spoon. It was just that it's really kind of an intimate experience. But, he decided that he and Marlene were close enough for that, and he admitted to himself that he wanted to be that close with her, to share those experiences with her. He opened up his beak and allowed her to feed him the ice cream from her spoon. His eyes widened with delight. "Ooh! Marlene, I think you've found a winner!"

"I know, right? Isn't it great? So, how do we turn this into sundaes?" Marlene asked him curiously.

Kowalski brought out some bigger cups and an ice cream scoop. Into two cups, he put one scoop of vanilla, one scoop of chocolate, and topped them with one scoop of the candy cane. He handed one to Marlene, then took her free paw in his flipper and led her over to the candy and condiments. He opened them all up for her to taste, but took her cup and added brownie chunks, sprinkles, chocolate drops, hot fudge, whipped cream, and a cherry. He handed it back to her with a smile, then began adding the finishing touches to his own.

"Mmm! Kowalski, this is so good!" Marlene gushed blissfully as they ate their sundaes.

They both jumped suddenly as they heard a scratching sound at the employees' entrance. They sat frozen for a moment, listening. When the sound came again, Marlene panicked and threw her arms around Kowalski, accidentally knocking the spoon out of his cup as she did. Ice cream splattered the feathers on his chest and stomach. Kowalski glared down at the offending ice cream. "I just cleaned these feathers!" He cried out in frustration. The scratching sound came again, and he pulled Marlene along with him into hiding near the back door. "Wait here." He told her. "If there's danger, you run past them out the door while I distract them."

Marlene remained hidden for the moment, but she had no intentions of leaving him if there was any danger.

Kowalski peered through the blinds at multiple windows, trying to see who, or what, was out there. All he saw was a cat. He sighed with relief.

The cat scratched at the door again. "I know someone's in there! How about a little icy cream for the pretty kitty?"

"Sorry. This is a private event." Kowalski called through the door.

"Ooh, a party?" The cat asked excitedly.

"No." Kowalski told him. "Just a couple of good friends enjoying a night out."

"So it's a party." The cat stated.

"No!" Kowalski cried out in frustration. He opened the door. "See? There's no party!"

The cat looked around in confusion. There was no music, and he heard no other voices. "I don't get it. Where's the party?" Then he spotted Marlene peeking out from her hiding spot. "Ooh! There it is. Hello!" He growled and purred at her flirtatiously, starting towards her.

Kowalski quickly moved to stand protectively between Marlene and the cat, glaring threateningly.

The cat stopped, and an expression of realization lit up his face. "Oh, I get it! This is a date! My apologies!"

Kowalski was blushing hotly, but he didn't deny that this was a date since the cat seemed to respect that.

"I can see that I've overstepped some boundaries and that I shouldn't be here." The cat continued nervously under Kowalski's glare. "I'm just gonna go, and leave you two lovers alone to enjoy your evening together. Again, I apologize, and happy Valentine's Day." He pointed his paw towards the mess in Kowalski's feathers. "By the way, buddy, you've got a little something in your feathers there. Just thought you should know. Good luck!" He winked, waved, then finally left, closing the door behind himself.

Kowalski immediately locked the door behind the cat.

"Well that was certainly, um, interesting." Marlene said, coming out of hiding and moving to stand beside Kowalski. He was looking down in annoyance at the mess in his feathers, looking ready to start grooming it out. Marlene giggled and moved his flippers away from the mess. "Here, let me."

Kowalski took a step back in surprise and doubt. "Marlene, I don't think," He hesitated, considering the situation.

"You don't think I can do it." Marlene stated, raising her brow and crossing her arms over her chest. "I'm an otter. We're clean freaks. I've totally got this." She started towards him again, but he took hold of her wrists, stopping her.

"Feathers aren't the same as fur!" Kowalski reminded her, panicking a little. She could damage his feathers if she wasn't careful, but his panic was mostly due to the fact that this was another intimate experience to him. No one had ever groomed him before save for his own mother and father. Once he'd been old enough to be taken from them, he'd always done it for himself.

Marlene rolled her eyes. "I'll be really super careful! I promise! Besides, it's my mess. Come on, just let me try. Just a little spot grooming. It's not like I'm giving you a bath." Why did she care so much? Why was she so determined to do this? She suddenly realized how awkward this was. She had never groomed anyone else either. She'd never had any desire to do so, and she had mostly lived alone, so she'd never really had the opportunity. But when Kowalski had resisted, it made her feel determined. She wanted to show him she could handle it. More importantly, she wanted him to trust her. She wanted to be that one person he could trust with absolutely everything. The one person who could do and say things that wouldn't be okay from anyone else. She wanted that kind of closeness with him.

Kowalski sighed and rolled his eyes, giving in. As she began, he realized how tense he was. He leaned back a bit against the door, trying to hide his nervousness by acting casual and in an attempt to force himself to relax, but still he kept finding himself tensing up again and pressing his back and his flippers to the door. He also found himself struggling with whether to watch her or look away. He couldn't tear his eyes away from her, but whenever he thought she might glance up at him he would look away quickly, only to feel his gaze being drawn back to her again. He was blushing with intense heat. He knew that grooming shouldn't feel this way, that animals in the wild did this for each other all the time, but for him it was a personal and intimate experience since only his parents had ever done this for him before, and only when he was a hatchling. No one had ever done this for him since then, and it had been years. Marlene wasn't his mother. She was his best friend, and she was a lady. A very beautiful lady. His feathers ruffled with the heat and pleasure that coursed through his body, causing them to tickle Marlene. She giggled and glanced up at him, and their eyes met before he could look away. They both froze for a moment, staring at one another, and he saw color appear in her cheeks then too. He suddenly felt afraid that she would think the worst of him, that their evening together, as well as their friendship, would be over, but then she smirked! Smirked! And continued grooming him. She was enjoying the fact that she had him feeling so flustered! But, he decided that he didn't mind. It was good for her ego, and after all of the damage Julien had dealt, she probably needed the boost. Besides, this was nice. As he continued gazing down at his friend, he realized that he felt even more connected with her than ever before. This was a big step for him to take, and they had taken it together. He felt a little emotional then, and warm, happy tears even started to form in his eyes at the thought of how far they'd come, how close they had become.

Marlene finished and looked back up into his eyes. When she saw the moisture in them, she knew she had accomplished what she had wanted to, that she had brought them even closer than before and strengthened the bond between them. She wanted to hug him tightly, but instead she just smiled softly, holding his gaze.

"Thank you, Marlene." Kowalski said softly, taking her paws in his flippers.

Marlene blushed again. "Anytime." She said in reply.

Kowalski could see that she meant it. He squeezed her paws gently, then released one of them and started to lead her back into the front of the shop. "It's time we put everything back the way we found it so we can get to our next destination on time." He put on some music while they put things away and cleaned up. When they were finished, he turned off the music and the lights and closed up the shop behind them.


	13. Chapter 13

Their final stop of the evening was back at the park again. By now, it was full of humans, all anticipating the big romantic fireworks display that was to be taking place shortly. Kowalski took Marlene to a little spot where they would have a lovely view but were unlikely to be noticed by the humans, who were probably too busy anyway watching eagerly for the show to begin. He laid down the blanket, and they sat together.

It was getting a little chilly outside, and Marlene huddled close to Kowalski. "So, what are we doing here?" She asked him curiously.

"You'll see soon enough." Kowalski told her with a slight smile. He pulled out an extra blanket and wrapped it around her, then held her close to provide her with extra warmth.

Marlene smiled happily. She could stay here like this all night.

A short time later, a voice could be heard through an elaborate speaker system announcing that the show would begin in 15 minutes, and then some soft music was put on to pass the time. Kowalski smiled and rose to his feet, then held his flipper out to Marlene. "May I have this dance?"

Marlene felt her heart jump, and butterflies in her stomach at the same time. Dance with Kowalski? "Yeah, that sounds wonderful, and I would love to, but you see, the thing is, I don't actually know how to slow dance." She explained awkwardly, feeling ashamed.

"It's okay, Marlene. I'll teach you." Kowalski told her gently.

Well, Marlene did love when Kowalski was teaching her something. She loved his engaging, hands on teaching methods, being under his patient and gentle guidance, having his full, undivided attention. She couldn't pass up an opportunity to experience that again. She didn't think she ever would! She placed her paw in his flipper and allowed him to help her to her feet.

Kowalski led her away from the blanket and positioned the two of them properly.

Marlene blushed, looking up at him as his flipper slid behind her to her back.

Kowalski smirked, a bit amused by her shyness. The tables had turned, and now she was the flustered one. They began slowly as he taught her to trust him, to keep her gaze on him, to follow his lead and feel the steps, then he picked up the pace a little. He twirled her away from him, then spun her back into his flippers.

Marlene was still blushing as she held his gaze. She felt like she was in a dream, surrounded by soft music, dancing in the moonlight with the most handsome and dreamy guy, the guy who was every girl's dream. Wait, what was she thinking? What exactly was it that she was feeling? She suddenly felt so confused again, and it frustrated her, almost to the point of tears. She averted her gaze, trying to hide her emotions, but Kowalski had already observed them. Even if he hadn't, he could see from her downcast expression and the disheartened way in which she now carried herself that something was bothering her.

"Marlene?" Kowalski said softly, drawing her attention back to him. "Is something wrong?"

Marlene gazed into his eyes so full of concern for her, and she felt her heart swell up again. She decided she was going to stop trying to figure things out. It was just ruining this beautiful moment in time with him, and she wanted this memory to be magical and perfect. She was just going to enjoy it, all of it, including these weird romantic thoughts and feelings she'd been having. She smiled up at him and shook her head in response to his question.

"Are you certain?" Kowalski asked her gently.

"Yeah. I'm okay, Kowalski." Marlene told him.

"Good." Kowalski said simply. The announcer had started the humans counting down while they'd been talking. Kowalski twirled her away from himself again, timing it perfectly so that when he spun her back into his flippers, this time facing her away from himself, it was just in time for her to see the very first fireworks of the evening burst in an explosion of color, lighting up the night sky. The fireworks formed a pink heart surrounded by red sparkles, and that was only the start. Another shot right through the heart, like an arrow, then burst into golden sparkles that seemed to rain down on the crowds below. He kept her turned so that her back was to him, one flipper on her hip, the other holding her paw, and they continued to move and sway slowly as they watched the fireworks together. He found himself watching Marlene more than the fireworks, observing her expressions, contemplating the emotions he saw there. She seemed happy, and that gave him a sense of immense happiness too. She had never been so beautiful as she was right then. He couldn't help but think about how perfect this moment was, how happy she made him, how good it felt to make her happy, how complete he felt when they were together, how much he cared for her. He suddenly found himself thinking that he wanted to make her happy like this forever, to give her everything she'd ever wanted. Everything Private had said earlier rushed through his mind again, and all of his and Marlene's recent experiences together. It was true. He loved her. Private was right. They belonged together. He felt himself blushing at this realization of the nature of his feelings for her. But how to tell her? As the fireworks ended, he slowly twirled her around to face him again, and still they continued their dance.

Marlene had felt herself becoming emotional again as she'd watched the beautiful light show. She was touched by all that Kowalski had done for her that day, and it had felt so wonderful, so magical, so perfect, being held by him that way, dancing and swaying as they watched the fireworks light up the night. She held his gaze for a moment, then, feeling a strong need and desire to be closer, she laid her head on his chest. She listened to his heartbeat, so strong, sure, and steady, just like his steps as he lead her in dance, just like everything about him. She needed that. She murmured his name softly, nuzzling her face against his feathers.

"Yes, Marlene?" Kowalski inquires softly.

"Thank you." Marlene said. "This has been the most fun filled and magical day of my entire life. I can't remember ever feeling this happy. No one has ever made me feel so cared for, so special. I feel like I matter when I'm with you. You make me feel like I really am a queen. No one has ever done anything like this for me before. You're so good to me." She nuzzled her face affectionately against the feathers on his chest, then upward, nuzzling her head under his beak.

Kowalski's feathers ruffled as heat rushed throughout his body.

Marlene looked up at his handsome face, meeting his eyes. Both of their faces were flushed. In that moment, as each finally realized their feelings for the other and admitted them to themselves, they saw each other for the first time in a whole new light, realizing that everything they'd ever wanted was standing right there in front of them. She felt a strong desire to admit to Kowalski what she now knew she'd been feeling, but the words caught in her throat, and she found herself too afraid to say it out loud. I think I'm in love with you. They stared at each other for several moments, frozen in time. Neither felt ready yet to confess to the other or to make a move.

Kowalski realized at last that they had stopped dancing, and that he should at least say something in response to what she'd said. "Happy Valentine's Day, Marlene." He said, smiling shyly. Now that he'd come out of his daze, he noticed how chilly the night was becoming. "We should probably get you home." He told her, and set to work packing up the blankets.

They took their time walking home through the park since the humans had all been in a hurry to leave and had cleared out as soon as the fireworks had ended. Marlene's paw lightly brushed against Kowalski's flipper as they walked, and without even thinking about it he wrapped his flipper around it and squeezed gently. She looked up at him, blushing lightly, feeling her heart flutter as he smiled down at her. They paused outside of her habitat, and Kowalski took both of her paws in his flippers, preparing to say goodnight. Once again they both wanted so badly to express their newly realized feelings, but found themselves feeling unready and a little scared.

Marlene was determined to express her feelings in some way, even just with a small gesture, in the hopes that he might realize how she felt for him and reciprocate. "Since this was a date..." She said before she could back out, then leaned in and pressed a kiss to the corner of his beak, blushing hotly.

Kowalski's eyes widened with surprise, and heat and pleasure coursed through him. Could this mean that she felt the same for him as he did for her? When Marlene pulled back, they stared at each other for several moments. He wanted to tell her how he felt, to show her, anything! But he couldn't find the words, and he didn't feel ready to act on it. He bowed to her, at the same time lifting one of her paws to his beak and kissing it softly. "Goodnight, Marlene." He said quietly.

"Night." Marlene said, smiling shyly. She watched dreamily from the doorway as he turned away and left for home. Her heart had skipped a beat when Kowalski had kissed her paw. It was the first time he had ever kissed her! She had kissed him on several occasions, only on his cheek, of course, and tonight she'd kissed the corner of his beak, but never had he ever kissed her before tonight! It gave her hope that maybe he did feel the same way for her as she felt for him. She danced into her habitat feeling more alive than ever before. She wanted to sing and dance and celebrate, to shout it to the world, to tell somebody that she loved him and that she thought that he might love her too.

"Ehh, did you just see what I just saw?" Julien asked. From his high throne, he had spotted Marlene and Kowalski returning together, and had quickly ordered Maurice and Mort to accompany him to find out what they'd been doing and why they were returning so late.

"If you mean did I just see your ex girlfriend kissing Kowalski, then yes." Maurice replied, eyeing Julien warily. Who knew how he was going to react?

"It looked like it could have been just a friendly kiss." Julien said thoughtfully.

Maurice smirked, crossing his arms over his chest. "That wasn't no friendly kiss, your highness."

"They're in love!" Mort said dreamily, clasping his tiny paws together and batting his eyes.

"Then I must be stepping up my wooing!" Julien declared with determination.

Maurice rolled his eyes. "What do you care anyway? You already have a girlfriend and two concubines!"

"This is true." Julien admitted. "But as king, I should have all of the girls in my kingdom competing to become my queen, like on that show we watched on the penguins' television where all of the ladies come and the guy eliminates them one by one until he's down to the last two, then he picks one of them."

"The Bachelor?" Maurice asked him, raising his brow.

"Yes! That is the one!" Julien said excitedly.

"Your majesty, you're not really thinking of doing that, are you?" Maurice asked, dreading the answer he knew was coming.

"Well duh! Of course I am! How else am I to be choosing a queen? And all of the girls who do not get chosen can come back as my concubines! It is brilliant! Come, Maurice, Mort. We have to start making the arrangements for this to happen."

When Kowalski stepped inside of the HQ, he was met with a surprise. A lady was present, a lady penguin, to be precise. She was seated at the table, with Skipper, Rico, and Private gathered around her. Skipper and Private had been leaning in, clearly hanging on to her every word, while Rico seemed to be making a statement by holding Ms. Perky close beside him and keeping an appropriate distance away from the newcomer. They had all looked up as Kowalski had entered.

The she penguin stood. "You must be Kowalski." She said, making her way over to him. "My name is Penny. My, but you're a handsome fella, aren't you?"

Kowalski shrank away uncomfortably when she reached out as if to touch him. He looked to the others questioningly.

Private stood and waddled over, explaining as he did so. "Her trip was very rough, and she fears she may be slightly injured, so Skipper said she could stay while she recovers. You may need to look her over to be sure." He lowered his voice so that only Kowalski could hear him before continuing. "Personally, I think Skipper is quite taken with her if you ask me."

"Surprise!" Penny said cheerfully. "And happy Valentine's Day." She added flirtatiously.

"Oh. Well, it's nice to meet you, Miss Penny." Kowalski said awkwardly.

Skipper had waddled over as well. "How was your date, Kowalski?" He asked, a hint of jealousy and possessiveness in his tone.

"It was fine, thank you." Kowalski replied without thinking. What was he thinking? Saying that it was a date as cover to make Doris and that cat leave them alone was one thing, but if all of their friends started thinking they were dating, Marlene would be furious! Just then, something else occurred to him. If Penny was here, then that must mean that Antonio was in her habitat! Marlene had said that she thought that Antonio looked rough, dangerous. She could be in danger!

"So it was a date!" Private said, clapping his flippers gleefully.

"Oh? You're seeing someone?" Penny asked, sounding very disappointed.

"It wasn't...It's not like..." Kowalski couldn't finish. The truth was that it was like that. It may not have officially been a date, but he did love her.

"Hmm?" Penny pressed him.

Before Kowalski could say anything, Marlene's terrified scream rang out through the night. "Marlene!" He cried out frantically, and before Skipper could give orders, he was out the door and on his way to rescue her from whatever terrible fate had befallen her.


	14. Chapter 14

"Shhh! It is okay, beautiful lady! It is I, Antonio, your new roommate!"

"Antonio?" Marlene turned a light on. "But what are you doing here?" She had thought that the penguins were going to ship him right back to where he came from the moment he arrived! Did they somehow miss his arrival? Suddenly Kowalski was in front of her in a protective stance, glaring threateningly at Antonio. Skipper, Rico, and Private arrived just after him. They stood in the doorway, at the ready for a fight if need be.

Kowalski glanced behind him at Marlene. "Marlene, are you alright?"

Marlene took a deep breath and exhaled slowly, calming herself. "I'm fine. Guys, this is,"

"Antonio!" Penny scolded playfully, coming in behind Skipper and the others. "Did you frighten the lady? That wasn't very nice, you know. You're supposed to be here to woo her, to make her feel better! You're not off to a very good start."

"You must be Penny." Marlene said, eyeing the newcomer with envy. She was gorgeous! She was small, about Private's height, and she had the most bewitching, sparkling sea green eyes.

At that moment, Julien walked in, surrounded by his little entourage. They looked around the crowded habitat. "Ehh, would someone mind explaining to me what is going on? We heard a scream. And who are these guys?" He asked, looking between Antonio and Penny.

Skipper slapped his flipper to his forehead, shaking his head.

"Penny!" A female voice screeched. A very beautiful female lemur had entered along with Becky and Stacy, and she now embraced Penny. She was slightly smaller than Julien, with fur as black as pitch and beautiful golden eyes, and she had an accent that matched Julien's. She looked the part of a queen. "And Antonio! You guys finally arrived! It's so good to see you!"

"It is good to see you, too, Bala." Antonio told her. "Tell me, how are you liking it here?"

"It's been wonderful! King Julien has been a magnificent host! He treats me like I'm a queen, and he's introduced me to all of his friends. Well, almost all." She glanced around the room at the penguins and Marlene.

"I apologize, dollface." Skipper said to Bala. "We've been busy with a lot of top secret stuff, but we'll make time for proper introductions later. After all, any friend of Penny's is a friend of ours. For now, we need to get back to the matter at hand." He turned to Julien. "You can all go back home and go back to whatever it is you were doing. We've got this handled."

"Right." Julien said slowly, crossing his arms over his chest and casting a quick glare in the direction of Kowalski and Marlene before turning his head the other way with his nose in the air. "We are not needed. Marlene's new boyfriend is having this all under control."

"Boyfriend?" Antonio and Penny both asked at the same time.

"Yes! And do not try playing dumb." Julien told Marlene and Kowalski accusingly. "We have seen you sneaking around together late at night, and we also have seen you kissing him!"

"Kowalski! Is this true? If so, when was this? Have you been sneaking out past curfew, soldier?" Skipper demanded to know.

Marlene and Kowalski both blushed with intense heat. Everyone was staring at them now. They were on the spot, and neither wanted to say anything for fear of saying the wrong thing and upsetting the other, but Kowalski had to answer Skipper. Skipper was his commanding officer. "We haven't been sneaking around. Tonight has been the only time that we've been out after curfew, and you knew about that because I had to inform you ahead of time. As for the kiss," Kowalski hesitated, glancing at Marlene for help, hoping to see something in her expression that would tell him what she wanted him to say. He read both hope and fear in her expression, but what she hoped for and what she feared he couldn't decide. Did she hope that he knew it was only a friendly kiss and fear that he'd taken it the wrong way? Or did she hope that he knew it was romantic and fear that he thought it was merely a friendly kiss goodnight? Or was it something else entirely? If he said it was friendly, Marlene might be upset. If he said it was romantic, she might be upset. If he said nothing, everyone might assume it was romantic, and then she might be upset about that. He went with what he felt was possibly the safest option, since neither of them had actually confessed to having feelings for the other. "It was a friendly kiss goodnight." He watched Marlene's face fall at his words, and how she quickly tried to compose her expression to cover her emotions. They needed to talk. Alone. "Not that it's anyone's business, least of all yours, Julien." Kowalski continued. "That was an intimate moment between two people, and just because you witnessed it, that doesn't make you part of it. Therefore, you are not entitled to details or explanations as to why it happened, the nature of it, or what was going on between us in that moment. That goes for all of you." He glared around the room as he finished speaking.

Marlene shivered appreciatively. Something about seeing Kowalski take charge of a situation had always seemed to get her feeling a bit hot and bothered, even more so ever since she had begun to fall in love with him.

Even Skipper looked away guiltily, but then he composed himself and glared at Julien. "Satisfied now, Ringtail? Now if you don't mind, I'd like to settle things here so we can go home!"

"Fine, fine!" Julien conceded. "For now I will go! But I am not satisfied! And we will be talking more of this later!" He pointed at Marlene as he said this. Then he turned to go, snapping his fingers for his entourage to follow him out.

"Bye, Penny!" Bala said as she was leaving. "You'll have to come over and hang out with us sometime. It'll be great!" Becky and Stacy waved to Penny amiably.

Penny approached Marlene. "You'll have to forgive Antonio. He's really a very sweet guy, quite the gentleman. And very romantic!" She winked at Marlene as she added that last part. "If you'll only give him a chance, you'll see that I'm right, and you can experience that side of him for yourself."

"I apologize for the misunderstanding, pretty lady. It was never my intention to frighten you." Antonio told Marlene. "I hope you can forgive me." He took Marlene's paw and kissed it.

Kowalski bristled. "And just what exactly are your intentions?"

"Why, I am here to court this beautiful, delectable creature, of course." Antonio replied. He kissed Marlene's paw again, then continued kissing all along the length of her arm.

Marlene blushed and pulled away before Antonio could kiss her neck, face, ear, or anything else.

Kowalski stepped in front of Marlene protectively, shoving Antonio backwards away from her. "A true gentleman wouldn't just take such liberty! Skipper, maybe he should stay with us so we can keep an eye on him, and if Marlene wishes to see him, he can visit with her during the day, when we can watch him."

Penny took hold of Kowalski's flipper and cuddled up to him. "Oh relax, my pet! There's no need for concern! I assure you, he's harmless! Now, why don't you come on back home with me, my sweet sugar? We'll let them get better acquainted, and we'll get better acquainted too."

Kowalski felt his face burning. Sweet sugar? Pet?

"You heard the lady!" Skipper said to Kowalski, Rico, and Private. "If she says he's okay, that's good enough for me! Let's go home, boys, Penny." He offered Penny his flipper. She accepted, and took hold of Kowalski's as well, trying to pull him along as Skipper led her away.

Kowalski pulled out of Penny's grasp and turned to face Marlene, taking her paws in his flippers and looking down at her with concern.

"Kowalski!" Skipper called in a commanding tone.

Marlene smiled up at Kowalski fondly. She loved that he was so concerned and protective of her. Her smile faded as she caught sight of Penny watching them. She took stood on her toes and kissed his cheek, hoping that would stick in his mind and prevent him from forgetting about her as soon as he was back at home with Penny vying for his attention. "It's okay, Kowalski. I'm just gonna have to lay down some ground rules." He still looked hesitant. She gave in to a sudden urge to hug him affectionately. "Go. I'll be fine. I don't want you getting into trouble."

"If you need me," Kowalski began.

"I know you'll be there." Marlene told him, cutting him off, squeezing him affectionately.

Kowalski stepped back, then paused just long enough to squeeze her paws gently before turning and following the others out.

Back at the HQ, there was still the matter of checking Penny for injuries. Skipper lifted her up onto Kowalski's workstation.

Penny giggled and thanked Skipper flirtatiously. They flirted back and forth for a moment while Kowalski rolled his eyes and waited impatiently and Private looked on uncomfortably. Rico was in the other room, preoccupied with brushing Ms. Perky's hair for her before bed.

Finally, Kowalski cleared his throat and spoke up. "Um, Skipper, it's pretty late. Don't you think we should get this over with so our guest can get some sleep? She's probably pretty tired after the long trip here."

Skipper looked embarrassed. "Oh. Right. Of course. My apologies, Miss Penny. I was completely enchanted by your bewitching charms."

Penny giggled shyly as Skipper stepped back beside Private to give Kowalski space to examine her.

Kowalski stepped forward, clipboard at the ready. "You said that you feared you'd been injured. Where are you feeling pain?"

"Mostly in my ankle, but my neck, back, and hip are aching pretty badly too." Penny told him, looking up at him pathetically and helplessly.

Kowalski set his clipboard down beside her on the table. "Alright. Let's see that ankle first." He gently examined her ankle, and when she winced and squeaked softly in pain he put on his x-ray goggles to examine it more closely. "Nothing appears to be broken." He informed her. He lifted the goggled to his forehead as he straightened up. "Just a sprain. You shouldn't have been walking around on it though. You're going to have to take it easy and put your feet up for a few days. We'll wrap it and keep it on ice to reduce swelling and inflammation. Private, I need you to bring me an ice pack, please."

"Right away, Kowalski!" Private said with a salute, then quickly set off to attend to the task he'd been given.

Kowalski wrapped Penny's ankle and helped her to turn so that he could lay it on the table over the ice pack that Private now held out to him.

Penny blushed and giggled flirtatiously as he slid one of his flippers under hers and around her back and the other under her legs in order to help her turn.

Kowalski maintained a professional air and moved on to examine her back and hip. He moved his flipper down her back, lightly applying pressure here and there to find the source of her pain. "Tell me if it hurts." He instructed her.

Penny's spine tingled as his flipper moved down her back, and she shivered, giggling again and batting her lashes at him.

"That's not helping, you know." Kowalski told her.

"Oh relax, my sweet sugar tootsie." Penny said sweetly, cuddling up to him. He couldn't move away or she would fall off the table and injure herself further. "Can you blame a girl for being a bit featherbrained and flustered? I'm not used to being examined by such a handsome heartthrob."

Kowalski blushed hotly, but didn't reply. He firmly but gently pushed her away so that she was sitting upright again, then continued his examination. Judging by the places she indicated as being sources of pain, it was all muscular pain. He moved on to her hip, prodding it gently. When she gasped and winced in pain, he pulled his x-ray goggles down over his eyes again and examined it more closely. Nothing was fractured or broken. He repositioned the goggles to his forehead again, and moved her feathers so he could see the skin beneath them. It was a bit bruised. He ever so gently massaged her hip as he straightened up again, reaching for his clipboard with his free flipper.

Penny blushed and moaned with yearning.

Kowalski felt his own face grow warm again, but again he ignored her, maintaining an air of professionalism. "Okay, Penny. Nothing is broken or even fractured. The pain in your back appears to be muscular, and your hip is merely bruised. That can all be dealt with by taking it easy and through massage therapy, also with heating and cooling pads. And, if you would like another ice pack for your hip, that can be arranged as well." He was writing down his diagnoses and treatment options on his clipboard as he spoke. "And now, I really think you should get some rest. We all should."

It was already late, so Kowalski offered Penny his bunk. He wouldn't be sleeping that night anyway. He carried her to bed, and she snuggled up to him as he carried her, cooing and giggling. He set her down in his bunk, fluffed the pillow for her, then laid the blanket over her.

Penny sat up quickly, taking hold of Kowalski's flipper as he turned to walk away and pulling him back to her. She leaned in and kissed his face. "Thank you, baby." She said sweetly.

Kowalski's face burned, and he stepped back away from her uncomfortably. "You're welcome." He said awkwardly. "Goodnight." And with that, he returned to the lab, leaving Skipper and Private to dote on Penny. He was up all night, fretting over Marlene, trying to work to take his mind off of things. He listened closely all night for any sounds that might indicate that there was trouble. What if she was right and Antonio was dangerous? Or what if Penny was right and Antonio was absolutely perfect? He now regretted not telling her how he felt. He knew these things couldn't be rushed, but he feared losing her. He hadn't expected Antonio to be staying! He had to tell her. But how?


End file.
